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HomeMy WebLinkAboutAirport 1986 doc & 1988 Res 17 yt{$f$+ t.~:a+x•}0'17 I MAVERICK AIRCRAFT INC. BUILDING PROJECT i ` i { Il ! r 1, . . :ac l... 1L4b;, .L.}r.:•r.r. J:aY4+.. .,.r. P. _INI~~:PI' r Nor t k~ k 31 k" M X4'2541 METRD t2~~' AMA MAVERICK ~ PHONP(817)3874125, AIRCjl? A TEXAS 76205 INC! D6NTON Uly}GIPAU AIRPORT ROUTE M June 10, 1986 E r Mr. Frank Heyward Chairman, Airport Board 409 San Sebastian Place Denton, TX 76205 f pear Mr. Haywardt f E I The following and included blueprints for contrucCicn are offered to I the airport board for authorization and approval in behalf of Haverick Aircraft's endeavors for growth, expansion and improvement of its existing I~ lease. Mavariek'e initial pkodect consists of 21 T-Hongars situated 601 east i of the existing T-Hangaru, The hangars will be 507' long with a split level divider through the center creating 12' door openings on the west side and 140 door openings on the east side, 1 Thera will be it total of 39975 sq, feet of asphalt surrounding the 21 T!-Hangars with the majority being laid to the east and south, Each T-Hangar In to be provided with an electrical outlet and one incandescent outlet with timer. The northwest and southwest corners will be stubbed for plumbing and complete'electritlal service in anticipation of office space for corporate customerad j fi j ti A break down of the expected costa of conatrgction are as fullowst Slab, Metal Building, Partitions, Electrical and Plumbing $2140400,00 39,975 sq, feet of Asphalt Ramp 37 t9~)._62.. TOTAL 2,37y,25' Financing has been arranged within the guidelinos provided in the contract with an expected Completion date of 60 days from the date of City approval. Alpine Building Company of Vort Worth will be the primary contractor with r Mr, Scott Sackett representing Maverick as Project Manager, Expected rental with 1009 occupancy is $4,050,00 per month. As has been customary in the past, the City would receive 109 or, $405,00 per month from f the rental of these units, ! a We sincerely request approval for the constructi and feel they will benefit both Maverick and the CityCn of these T-Hangars Sincerely,. Otho E, Henderson, Jr, President i t, i t { 11 1' ~ l f>79 b i I~ ' k ~ ti' rn~ gar 0 1 I n e^ ;f yrtml z m s4 Jn ~ i'i,11 4 ~ x~x L^ r ;ti~ , JI f -rte ~ i r I J~jj~rI I ~4 1 HI m f p rr i 1061 a~tVa JFI latdflldV RUM NOYNiThV.~ 6S uTJil LTUT41t k..~ IS ; ~Q./~ tie t1i 1'y3: ttx~ it I 5 + I t r ~ " 11 ~ ~ Ii l I t !P 0,~ f f.. 04 J~ 114- o°~ 1 , , r1 1 Ir rl i'.''~.^ Ni~ $'h Na , t~41 .r 5 , Y- - ~I, ppk yh~ ~ Nr lY a ' I rt ~II • I`' I' i '1' L r r /J4, M W , 1 I r ~ ~ ~ rS it ' ~ i " • ~ ' r , obw I ~ 111...000 ~y i ~ .r,~~4c~s~y~#~~!►or a r, x~HS,c 1 ~ ~ 1 1.5.~.5.w....~.s:.1.lY.,i;bil,,.L',:G:..H.•.,T~I.w - ~ JWll n~.l wnl~mw r.~-n.>.snrrnn.un.:w.+.. a.: I € s' I i I~~ ~ E~1 y g 1 yyyy]]gpfff,•••~ , Iry' E, .lll 1 • I fV , { I• f ark ~ ~ , FFF ~ ~ ~ ~ F:r V F .Irr ~ ~ 0 , I~ l 40 6 I ~{µ,ulllll.r r 33M 7 r i ' l 1 ff { ~ 191 A ./I ~ ~ 1' ~lr ~ 4 , ItiI {[[6(1~~ r ~q 1 I !11 f 1,Y 1 `V Zr~•, { rl :•l ~i , r'"f iY'. J 1. 1 Y 1 ~ ~ 1 14~f. 11 I ~.L,.,.- t.. •'7l tyw•.r.r..ii 1 ~ l 1'171 p ,4~'y I 1 ~~1~ I~_ f , ,~r,lti•r''1 N, ' •1 1 a a fA , 11 '1 ~t~' 1 S r i 7 1 ~ ~ 11_';r 1 I,, ' , 'i l.r p. ,•h l ~ Ifs, 1 ill I ~ I y,~r,yYyrw++IW+•,' r,.lwpplti,~i„ y...M~M~'1'wW+r,'"`rr"t ' Il:i~•r I ~ ~i r r •'.1'!. It, .1y f' a frYlwJ~lr4 ire ♦rlyylp rR iq r1, 1,. .1 'h' 1 1'1 1 ri r, .lay ilfl.l rte. - 1 i i 2467L c RESOLUTION N0, w A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A COMPROMISE AND SETTLEMENT AGREEMENT IN THAT CERTAIN LITIGATION STYLED MAVERICK AIRCRAFT, INC. VS, THE CITY OF DENTON, TEXAS, ET AL A 14D A CONSENT TO ASSIGNMENT OF A CERTAIN AIRPORT LEASE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, a dispute has arisen among the City of Denton, Maverick Aircraft, Inc. and United National Bank as to the obligations, if any, of the parties to a certain lease between the City and Maverick Aircraft, Inc, executed the 18th day of October, 1979 as amended by Amendment No. 1 executed the 19th f of August, 1985; and, day WHEREAS, United National Hank has aLtsigned its pause of action and all rights associated therewith to Tony A. Riley and Group One, Inc.; and WHEREAS, bona fide 'disputes and controversies exist among the parties hereto, and by reason of such disputes and controversies the parties hereto desire to comprise and settle all claims of action which the parties have or may have in the future with regard to the ovents set forth in the pleadings on file in the actions styled Maverick Aircraft' Inc vs . alit of-Denton,Cause No. 88-1829-D an ll~ aver c rcra t nn cc. v$I the District CourE, suss o, at o en ton, in judgment on certain matters; NOW THEREFORE, see ng ~ ec oratory THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES; SECTION S, That the Mayor is hereby authorized to execute R that certa n Compromise and Settlement Agreement between the City, Maverick Aircraft Inc, and Tony A, Riley and Group One, Inc., and batwoen the City and United National Bank, `relating to the above-referenced litigation, copies of which are attached heretu as Exhibit "A" and incorporated bey reference herein, in i substantially the same form as in Exhibit 'A". SECTION II, That upon recezpt of the Amendment to 'Lease Agreeme' w a has been executed by Maverick Aircraft} Ina., a copy of which is attached hereto as Exhibit "B" and incor rat d by reference herein, the Mayon is authorized to execute said Amendment, SECTION YII, That upon receipt of the executed Amendment to Lease gr''" ee" r, the Mayor is authorized to execute a consent to assignment to said Lease Agreement, a copy of which consent is attached hereto as Exhibit "C" and incorporated by reference J herein. ~•e Li H t' 4 SECTION That this Resolution shall take effect and be in full orce mmedi.ately from its passage and approval, PASSED AND APPROVED this the ~ day of 1988, E ATTESTS E JEIJIFER , APPROVED AS TO LEGAL FORM : ; DEBRA ADAMI DRAYO'VITCH, CITY ATTORNEY BY: w i t, y 2468L EXHIBIT "All NO. 88-1829-1) MAVERICK AIRCRAFT, INC, ~ IN THE DISTRICT COURT _ VS. DENTON COUNTY, TEXAS f.4.~ THE CITY OF DENTON, TEXAS § 362ND JUDICIAL DISTRICT { f MU UAL COMPROMISE SETTLEMENT ANb RELEASE OF ALL CLAIMS f j Plaintiff, Maverick Aircraft, Xnc,, (MAVERICK), Defendant,' the City of Denton, Texas, (CITY). and Intervenor, Tony ..Riley and arol,p One, Inc, (INTEAVENOR) for and in consideration of mutual 1 agreements set out herein and the execution of a lease of cartel:l property at the Denton Municipal Airport, a copy of which is attached hereto, all of which is hereby acknowledged as sufficient conaideraH.on, do hereby enter into this Mutuhl Compromise Settle meet And Release of All Claims. For purposes of clarification, INTERVENOR is the assignee of the original intervenor's (United National Bank) cause of aotion, MAVERICK hereby releases, acquits, and forever discharges CITY and INTERVENOR of all actions, causes of action, claims, (including eubrogation,olaims), and demands on account of, or in any way growing out of, any and all damages, costso loss of services, expenses, violation of rights, 'damage to reputation, mental anguish, loss of earning capacity, loss of profits or money, and damage to or taking of property, whether known or f w ; unknown and whether heretofore asserted or not, resulting or to result from, the events, disputes, and conflicts (hereafter sometimes together referred to as EVENTS), surrounding or { connected with any prior lease (or breach of prior lease) of property by CITY to MAVERICK, all as more fully described in the f l; pleadings on file herein, to which reference is made for a more complete description, and MAVERICK does hereby agree to release I and save CITY and INTERVENOR harmless from all further claims possessed by MAVERICK or its successors in interest, including I subrogation claims, demands, costs or expenses arising out of any r injuries or damages sustained by MAVERICK or its successors in E interest as a result of said EVENTS. 4 CITY hereby releases, acquits, and forever discharges MAVERICK and INTERVENOR, of all actions, causes of action, claims, (including aubrogation claims), and demands (except claims for taxes) on account of, or in any way growing out of , any and all damages, costs, loss of services, expensea, violation of rights, damage to reputation, mental anguish, loss of oarning capacity, loss of profits or money, and damage to or taking of property, whether known or unknown and whether heretofore asserted or not, resulting or to result from, the events, disputes, and conflicts (EVENTS) surrounding or connected with any prior lease (or breach of prior lease) of property by CITY to MAVERICK, all as more fully described in the pleadings on file MUTUAL COMPROMISE SETTLUIENT AND RELEASE OF ALL CLAIMS/PAGE 2 f ey'.Y f -,951 a ~j A G! ! C herein, to which reference is made for a more complete description, and CITY does hereby agree to release and save MAVERICK and INTERVENOR harmless from all further claims (except claims for taxes) possessed by CITY or its successors in interest, including subrogation claims, demands, costs or expenses arising out of any injuries or dam as sustained by CITY or its successors in interest as a result of said EVENTS. INTERVENOR hereby releases, acquits, and forever discharges CITY and MAVERICK, of all actions, causes of action, claims, ~k (including subrogation claims), and demands on account of, or in I any way growing out of, any and all damages, costs, loss of { services, expenses, violation of rights, damage to reputationo 1 mental anguish, loss of earning capacity, loss of profits or money, and damage to or taking of property, whether known or j unknown and whether heretofore asserted or not, resulting or to result from, the events, disputes, and conflicts (EVENTS) surrounding or connected with any prior lease (or breach of prior I 1 lease) of property by CITY to MAVERICK, all as more fully described in the pleadings on file herein, to which reference is wade for a more complete description, and INTERVENOR does hereby ,I f agree to release and save CITY and MAVERICK harmless 'rom sill 4 further claims possessed by INTERVENOR or its successors in interest, including subrogation claims, demands, costs or f s t~ MUTUAL COMPROMISE SETTLEMENT AND RELEASE OF ALL CLAIMS/PAGE 3 J !L'f expenses arising out of any injuries or damages sustained by INTERVENOR or its successors in intErest as a result of said EVENTS, The under,a3.gned understand and agree that this mutual release and mutual execution of the amended lease agreement is in full satisfaction of all damages arising on account of the above described EVENTS, and that except as agreed between MAVERICK and INTERVENOR, they will receive no further consideration or sums of j money therefrom II ~ (Any such agreement between MAVERICK and ~ I! ` INTERVENOR is in no way binding on CITY and gives no rights against CITY.) The undersigned agree not to assert or prosecute any further claims or lawsuits against anyone whomsoever, whether or not herein or otherwise named, described, or identified, arising from or in connection with the prior Yleas 'a reemants " 8 or 01r. 7W the EVENTS as above described, Any and all claimsA against tire. I parties not specifically released herein, if any, are hereby assigned in full to the parties hereby released. It is agreed that this settlement and release agreement does not apply to claims for taxes. It is expressly warranted by all parties to this agreement that no promise or inducement has been -ffer®d except as herein set forth; that this Release is executed without reliance upon any statement or representation of any person or parties released or their representatives, concerning the nature and extent of the MUTUAL COMPROMISE SETTLEMENT AND RELEASE OF ALL CLAIMS/PAGE 4 . _ NNNRRR ~1k={t injuries, damages, and/or legal liability therefore; that acceptance of the consideration set forth herein is a full accord and satisfaction of disputed claims for which liability is expressly denied FOR THE SAME CONSIDERATION, it is agreed that the above. t ~ styled suit will be dismissed with prejudice to rafile the same 4 and with costs taxed to the party incurring the same. C I FOR VALUABLE CONSIDERATION, receipt of which is acknowledged, MAVERICK agrees to sublease to INTERVENOR under the same terms as the "Amended Lease Agreement" between CITY and MAVERICK until i 1 ~ INTF.RVEN4R forecloses on said lease as provided in INTER ' VENOR e ' E I Deed of Trust. Furthermore, 1AVERICK agrees` not to contest or delay in any way INTERIIENOR's foreclosure under its Deed of Trust and/or security Agreements. Regardless of any other statements by INTERVENOR in this document,INTERVENOR does not release any,lien(s) apinst MAVERICK nor does INTERVENOR release MAVERICK from any liability except as i provided in a separate agreement of even date herawith between INTERVENOR and MAVERICK This document contains the enti.ra agreement of the parties hereto, I= PROVISIONS OF THIS RELEASE ARE CONTRACTUAL AND NOT MERE RECITALS i N MUTUAL COMPROMISE SETTLEMENT AND RELEASE OF ALL CLAIMS/PAdE 5 r Axe. :y 4 1 y~ Ca i r 1 WITNESS our hand this 7P4 day of w f X7,1 , 1988. i MAVERICK AIRCRAFT, INC. 1 ( BY DERSON, PRESIDENT THE STATE OF TEXAS § COUNTY OF DENTON § ! t This instrument was acknowledged before me on the `20th -day E of 6 u u S t- , 1988 by Otho Henderson, Pres "dent of Maven c rcra t, n`a Texas corporation on behalf of said corporation. 1 62 E My Commission expires Af'1 TlkAO MJ ft*a b, Apa 11, 1181 I j CITY OF''DENTON, TEXAS M BYs ct y"s'~ j ATTEST: MUTUAL COMPROMISE SETTLEMENT AND RELEASE OF ALL CLAIMS/PAGE 6 1 t f I EY THE STATE OF TEXAS COUNTY OF DENTON § of This instrument was acknowledged before me on the 30 ,e 2t'_ , 1988 b Ton 7~ d F i A ' My Commission expiresr Adr+gt ooh ns "s", &W AN, f $I Met E i GROUP 0 E, INC, C BY2 " 4 THE STATE OF TEXAS § COUNTY OF DENTON § 'Y'hir instrument of was naknowlpdgOd before me on the Ync, - a , 1488 by James Huff, President of coup On~y exas aorporstion on behalf sai r rrtion, My Commission expirest ft#MAM wain e+.Aw, If, ,M, f~l MUTUAL COMPROMISE SETTLEMENT AND RELEAsE OF ALL CLAYM9/PA4E 7 tiT ; er rn a:.: i , I I APPROVED: ATTORNEYiFOR CITY OF DENTON ATTORNEY FOR MAVERICK AIRCRAFT,INC. _E FOR UNITED NATION I I ! I h i E , 1 I r, .r 5 MUTUAL COMPROMISE SETTLEMENT AND REVEASE OF ALL CLAIMS/PAGE 8 t.} s i, G EXHIBIT "A" CAUSE NO. 88-1829-D MAVERICK AIRCRAFT, INC. } IN THE 362ND JUDICIAL VS. } } DISTRICT COURT OF THE CITY OF DEMPON, TEXAS } DENTON COUNTY, TEXAS HMVAT, COMPROMISE SETTLEMENT ]LttO ET 1P1gF ^b ..r • y CEMENT THIS AGREEMENT is by and between THE CITY OF DENTOW. TEXAS, (CITY) and UNITED NATIONAL BANK (BANK). f WHEREAS, on or about October 1, 1979s CITY entered into a certain lease agreement with MA,VBRICK*A1RCRiP'T, life., 'ands WHEREAS. BANK, as security for certain promissory notes executed by MAVERICK AIRCRAFT, INC., in favor'oP BANK obtained a security interest in and to certain assets of NAvFRxc X AIRCRAFT, i INC., including, but not limited to, the lease agreement between CITY and MAVMtxCK AIRCRAFT, INC., identified hereinabove, ands WHRHBAS, disputes have eriseh between CITY, BANX And HAVERICR AIRCRAFT, rKC,, 'regarding the lease agreement referred , to hersinabove and the respective rights, duties, privileges and obligations of CITY, BANK and PAVUXCX AIRCRAFT, INC., regarding the lease agreement referenced hereinabove, ands A$, the above referenced disputes by, between, and among CITY, RAMC, and NAVMUCX AIRamyT, Moo resulted in litigation by, between, and among CI'T'Y, W=p and XAVMRICX AIRCRAFT, INC., and there is now currently pending in the 362nd Judicial District Court of Denton County, Texas, Cause No, 88W 1829.0 in which NAVERICR AID, XNC., is Plaintiff, CITY is MUTUAL COMPROMISE SETTLEMENT AND RELEASE 00 CLAIMS AGREEMENT - Page 1 X,~ Defendant, and BANK is an,intervenor involving the disputes and controversies, ands WHEREAS, prior to the execution of this Compromise settlement Agreement and Release, BANK has transferred, assigned, or otherwise conveyed to TONY A. RILEY and GROUP ONE, INC., all of its claims and causes of action against CITY and MAVERICK AIRCRAFT, INC., arising from, relating to, or in any way connected with the above referenced lease agreement, and has II~ further transferred, assigned, or otherwise conveyed to TONY A. RILEY and GROUP nNE, INC., all of its right, title and interest II 1 in and to the promissory notes and security agreements executed I by MAVERICK AXRCRA T, IMC., in favor of SANK, and BANK no longer retains any claim or cause of action against CITY arising from, relating to, or in connection with the above referenced leese agreement, but strictly represents that any such claim or cause of action has been transferred to TONY A. RZLBY, and GROUP ONMl, INC., prior to the execution of this Compromise Settlement' Agreement and Release, NON, TMM MroRSI IN CONSIONUTYON of the following mutual covenants, promises) and agreements, and in further consideration of the above and foregoing recitals CITY and WW agree as tollowst 1. SANMC hereby releaseso acquits, and forever discharges CI'T'Y from any claims, causes of action, or demands arising from or in connection with the above referenced lease agreement which BANK retained, or may have retained, subsequent to the transfer, MUTUAL COMPROMISE SETTLEMENT AND RELEASE OF CLAIMS AORE LENT - Page 2 r { - r1. 1 AN [{4Hryfr[ F;j pyv44ilt: el: F tit { assignment or other conveyance of the BANK's claims, causes of action, notes and security instruments securing same to TONY A. RILEY and GROUP oNE, INC. 2. CITY Hereby releases, acquits, and forever discharges BANK from any and all claims, causes of action, and demands arising from or in connection with the above referenced lease agreement and promissory notes executed by MAVERICK AIRCRAFT, INC., in favor of BANK and security instruments and agreements securing same. 3. CITY and BANK understand and agree that no agreement, representation, oovenint or . promise contained herein shell act as a release, acquittal{ or discharge of any claim or cause of action by, between or among CITY, MAVERICK AIRCRAFT, INC., and TONY A. RILEY and GROUP ONE, INC. (as BANK's successor in interest), which one may have against, the other or others, but E that this Compromise Settlement Agreement and Release is intended to have the sole and exclusive efftict of the CITY and BANK mutually releasing, acquitting, and forever discharging each I other from any and all claims, causes of action, and demands one I may have against the other arising from, relating to, or in any I way oonnected with the above identified lease agreement, whether f known or unknown to CITY or BANK, as of the date of execution of this Compromise settlement Agreement and Release. 4• CITY and BANK agree that this Compromise Settlement Agreement and Release shall be binding upon and inured to the benefit of CITY and its successor* in interest, and NANXs j MY17'CJAL COMPROMISE SETTLEMENT ti AND RELEASE OF CLAIMS AGREEMENT - page 3 f Ypt ]f bhy { 5, CITY and BANK aoknowledge and agree that nothing contained herein shall be construed as an admission of liability on the part of either party to the other concerning the subject mattes addressed herein, any such liability being expressly denied. 5. This compromise settlement Agreement and Release I contains the entire agreement of the parties concerning the subject matter addressed herein, and superoedes any and all prior agreements between the parties oral o written. EXEiCtn= this day of , 1598, CITY OF DMMW TWW i i BY. RAY S o VA )MR ATTLBTt ! Y ' is ARY ; ITY CJlrI'!'ED NATIONAL W X f BYt "M DIlMT i i MUTUAL COMPROMISE SE'I'TLEMENx AND RELEASL OF CLAIMS AGREEMENT ~ Pig* 4 S . i1;tk tie CliA%Ur" STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before ATION BANFC me on SepteANX 1985 by ALAN CAWTHON as President of UNITED N of Denton, Texas. 40tariyoPubl o, State of xas ( Commission Expires:' Printed Names FOWNE E PAVtok Nolsry A4ft In ICOnkN1GM la tlw Slue 41 Texas My F~plrp 8-6.10 I I + i i MUTUAL COMPROMISE SE'I"S'LEMENx AND RELEASL OF CLAIMS AGRgEMENT Paq* 6 ~r r iG i i CITY of DENTON / 215 E, MoKlnney 1 D lto~, xa s 78201 4 MEMORANDUM i t jl • il DATE: January 30, 1987 TO: Rick avehla, Assistant City Manager FROM, Ron Bowling, Airport Manager SUBJECT: 14ANGAR COMPLEX CONSTRUCTION { For your information, a portion of the land designated for the hangar complex construction` is located oh a tract of land which has been offered to Maverick on an option. the option was for I an 18 month period of time commending August zo, 1985[ however, 30--day notice in'writing was required for Maverick to exercise, f { I the option and accordingly would have had to be received by the } City no later than January 20, 1497, k i Has Maveriok requested to exercise the option in writing to the City of D6ntoa,,and are we to proceed With planned oonatruotion on the hangar complex? 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'~~Y 1 ~zZ{ f fi~hr,tt4.~ lrti.. ~q. i~ t t X , ` ~i. % f~r~ k+FSisT ~ lok, 2394L/082988 f THE STATE OF TEXAS § COUNTY OF DENTON AMENDED LEASE AGREEMENT FOR FIXED BASE OPERATION ACTIVITY THIS LEASE entered into this day ;of 1 1988"LESSOR" by and between the City of Denton, bore ina tf`er rre errs to as and Maverick Aircraft as "LESSEE", , Inc., hereinafter referred to WHEREAS, the airport lease agreement between the City of Denton and Maverick Aircraft Znc, has resulted in disputes between the parties which has further resulted in litigation; and j WHEREAS, the parties resolve and agree to settle these differences and dispose of the litigation by modifying the lease and executing a settlement agreement for thhe mutual benefit of j the parties, NOW, THEREFORE, i r WITNESSETH. The City of Denton, Texas hereinafter, referred to as "City" and Maverick Aircraft, Inc., hereinafter referred to as "Maverick") for and in consideration of the dismissal of the 1 lawsuit stylod, Maverick Aircraft 'Inc, Vs, Cit of 'Denton- No,' 88-1829- D.filed n t e enton ountyy str ct ouzt, enton Texas of which there are disputed claims between the ; hereby mutually agree that the airport lease, dated October' ltl 19790 between the City of Denton and Aerosmith Denton Corparation,assigned to Maverick by Order of the Bankruptcy Curt on April 18, 1954 and the same Lease which was later aended by the mutual consent of the parties on August 21, 19850 and the same lease which was later amended by Agreed Judgment of the Court entered in the case styled Maverick Aircraft Inc, vsCity of Denton; No. 86-2024-D in the--N-n- on ounty str ct court, en on, exas, be hereby modified and contain the following agreement between the parties, • ~ g NOW, TIIEREF'ORE, in consideration of the mutual undertakin s, agreements and covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I. CONDITIONS OF AGREEMENT A. princi ]ee of 0 rations. The right to conduct I aeronau ca ac v t es or rn s ins services to the public is granted the Lessee subject to Lessee agreeings f y I. 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 discrimina- tory prices for each unit or service, provided that the Lessee may be allowed to make reasonable and nondis- criminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B, Non-Disorimination, The Lessee for itself, its personal representatives) successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that; 1. No person on the grounds of race, religion, color, sex or national origin shall be excluded from participation" in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. i 2. In the construction of any improvements on, over, or y under such land and the furnishing of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. 3. The Lessee, shall use the premises in `compliance with f all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Trans- portation, Subtitle A Office of the'Secretary, Part Z1, Non-discrimination in Federally Assisted programs ' of the Department of Transportation-Effectual' of Title VT of the Civil Rights Act of 1964, and as said Regulations may be aatended. i In the event of breach of any of the above non-discriminatory covenants, Lessor shall have the right to terminate the Lease and to reenter and repossess said land and the facilities thereon, and I hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CF'R Part 21 are followed and completed, including expiration of appeal rights. C. Public Areas, i f 1, Lessor reserves unto itself, its successors and assigns I for the use and ;benefit of the flying public, a right i of flight for the passage of aircraft above the surface of the premises' described herein, together with the right to cause in said airspace such noise as may be j i MAVERICK AIRCRAFT, INC./PAGE 2 . 13333•. inherent in the operation of aircraft now known or hereafter used, for navigation of or flight in thesaid takingc off nfrom, or eopeof said rat operating onrathee Defor nton landing Airport. 2, During time of war or national emergency, Lessor shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. 3. Lessor reserves the right to take any action it con- siders 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 the Lessor, would limit, the usefulness or safety of the airport or constitute a hazard to aircraft or to aircraft navigation. t ARTICLE 11 PREMISES AND PRIVILEGES I For and in consideration of the terms, conditions and covenants of this Lease to be performed by Lessee all of which Lessee accepts, City hereby leases to-Lessee and Lessee hereby hires and takes from City certain property: (hereinafter called "leased premises" Exhibit A), located. At the Denton Municipal Airport and certain non-exclusive attendant privileges, uses and rights, as hereinafter specifically set out. A. DESCRIPTION OF PREMISES DEMISED: That the Lessor hereby leases to t e essee an 't a t*ess~"'ee"3`oes hereby accept and rent from the Lessor that tract s£f land, together with improvements as situated here on, described A tract of lance consisting of appproximately 9,1 acres or 392,040 square feet as depicted in Exhibit "A", attached hereto and incorporated herein by reference, and having the following ! metes and bounds. (metes and bounds description to be provided by Lessor within 45 days of the date of execution hereof) MAVERICK AIRCRAM INC./PAGE 3 f J C 4lP O£ ,ocyes., 6 e0 q- aA, Ik I a o~~kkw a5 ~rOll,'r~S'• existing fuel farm, with- the -right•• of ingress and egress thereto, which is--furttrer (metes and bounds description to be groviMd by Lessor within ~yS ~R dayya of the date of executi~ hereof) t (z tip. (Al (~.Uo Ir 0,,VIY itLKlkc (a.(.l Ioedvl~ ,~,UUU cnS t M>iP 1h: fy, r ut s 7 Ov EC OF!Qccl ta.vl~~ v~])r1 f2wr»?,~.'IIU~~ ,r to U s c< MIA ~ROPEft c if, during the term of the 4 E primaryTase, Lessee ec es to construct additional facilities or to expand, its operations into the area marked "D" on the attached Exhibit A then Lessee shall so notify Lessor.. The use of and terms of lease of any such space shall be subject to negotiation between the parties and the _terms 'of this lease shall not necessarily apply. However, should some other party make a bona' fide offer to the City to lease any of such property, then " Lessee shall have the right of first refusal to meet the financial and other terms of any such offer including the fees and consideration offered by such third party to the City. i Lessee must exercise said right within 30 days from the date of i notice by Lessor, C. TERM., To have and hold the said premises together with all, improvements, appurtenances, rights) , and privileges thereunto belonging or in any wise appertaining, unto the said Lessee for a term of years, beginningg the date first set out in this agreement F and ending August 301 , 2009 (the primary term) unless so terminated on an earlier date under any other provisions of this Agreement. Lessor shall grant to Lessee the right to extend the term of this Lease for an additional ten (10) year period from the data j of expiration of said prim ry term if es e •in' ~ rud can,+~f ti~npruvtrviertt5f c~~~neI~ u a1 ~~iA tia.►"+ IK (Mw 9Q,t 00f In z}~q aWIn~~~^ ; nJt II~Su 'iydrt t7 1, Lessee shall construct capital improvements (improve. ments, constructed by Lessee, which are fixe to the leasehold premises), equal in ;value to not less than $58,333.00, which shall be completed on or before August 31, 1993. 4 2. Lessee shall Construct lfixed ca ital improvements equal in value to $58,333,00, which 11 a completed on or before August 31, 1998. ad di,vj 3. Lessee shall oonstruct' fixed capital improvements equal in value to $58,333.00, which shall be completed on or before August 31, 2003s 4, Lessee must t,.otify Lessor, in writing, not later than August" 31, 2,003, of its intent to exercise its rights of extension, MAVERICK AIRCRAFT$ INC,/PAGE 4 ; t m c,A 0-1-1 t s f la< rk ('41 rI e rEn c_I r<c E~ P, U v1 6T W jpr-e `>2 p# fix k~~r 1 k `o 8 d~ ~r(s -ti #.2 S s c, 56~ 2t t~ a L~4 f. Q}~ (t c) s h hrrN tH 2 CJ(cE t e, o 11 Q usLt1 C:t~t c1 c` ! SIU~(. iC'~C. ~S!o ©r eh aidlC' lton•tca ev,4',,nd 444 ua~ t~c2{ a en a ate during said extended term for -the 9,1 acre tract shell be not leas than the rent,l ~g to ned i the lease most recently executed by Lessor " 20~"o'r~ cJ property which is classified as 112" on the attached map, being +2, exhibit "B" Or -T -C ) D, USE OF PREMISES; Lessee is granted the non-exclusive privilege to engage nor provide the following; Lessee is required and is 'hereby _granted the non-exclusive privilege to engage in the business of and provide the services of a full and 'complete fixed base operator, it is expressly understood and agreed that the non-'exclusive right to conduct aeronautical activities for furnishing services to the public, - including the delivery of fuel into aircraft is granted to the i Lessee subject to the provisions vet, forth herein and all applicable ordinances of the City of Denton. Lessee, its tenants and sublessees shall not be authorized to conduct any services not specifically listed in this Agreement. The use of the leaesd premises of Lessee, its tenants or sub- lessees shall be limited as follows; 1. The right and privilege to engage in commercial aviation activities, hereby defined as those activities which involve the sale of aviation services for profit to the general public and shall includes i i The maintenance and servicing of aircraft, which right shall include overhauling, rebuilding, repairing, inspection, and licensing of same and ; the purchase and sale of ports, equipment, and accessories therefor, 2. The sale of aircraft fuela, lubricants, and propellants within the leased area and at such other areas that may be designated by Airport Manager. 3. The storing of aircraft in hangars or on tiedown areas owned or operated by the Lessees. 4. The sale of said fuels, lubricants, and propellants shall include the right to use vehicles necessary for the servicing of aircraft, 5. The operation of a business of buying and selling new and used aircraft, aircraft; parts, and accessories therefore, and aviation 'equipment of all descriptions either at retail, wholesale, or as a dealer. MAVERICK AIRCRAFT, INC./PAGE 5 N }4jy`~j'i.'2!rtl 7JRJRR YiuF }S 7 hoto rapph, 6. The operation and sale of aerial s Howe erp spga in mapping, and spraying services, ( , licable services- shall at all times comply with app local, state, and national regulations pertaining to aerial spraying.) 7. The operation and sale of air taxi and sightseeing services. 8. The operation of schools for the inms,truction the general public in flying, navigation, aerial survey, photography, Aircraft design and/or training: of the g neral public in any art, science, craft, or skill pertaining directly or indirectly to aircraft, 9. The operation of non-scheduled and charter air trans- portation of passengers. 10. The sale through coin operated vending machines of tobacco, confections, and refreshments and the ' maintenance on the leased premises of appropriate i ! facilities therefor. i j{ 11. The undertaking of any phase of aviation activity afor ir I profit related to or in any way contributing J j trans;)ortation or aerial navigation, as long as such 1 1 activIty'in no way interferes or hinders any F.A,A. appro'ied navigational aids that may exist now or in the futurs at the Airport. ± 12. The operation of rental cars pursuant to a franchise ( agreement as required by the Denton City Charter with ten (10%) ercent of the net profits payable to Lessot, on a monthply basis, payable with other fees, 13. The general use, in common with others authorized to do so of all public airport facilities and improvomenl,s which are now or may hereafter by connected with or appurtenant to said Airport, except as hereinafter 1 provided, No person, business or corporation other than Lessee may oppeerate a commercial, retail or industrial business upon the pre- mises of Lessee or upon the Airport, without prior written consent from Lessor authorizing such commercial, retail or industrial activity. Lessee shall' be allowed to provide sleeping quarters and other accommodations for use of an around -the-c look security guard. This provision shall' root be construed to allow family MAVERICK AIRCRAFT, INC,/PAGE 6 • WWI 1 witw1 !r. i I 11JJ'' rf P ~a 1 living on the leased premises, and 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 the Lessee, its tenants, invitees, or guests be permitted to reside or remain as a resident on or within the leased premises or other airport premises. Lessee shall iile with the Airport Manager and keep current its mailing address, telephone number(s) and contacts where he I can be reached in an emergency. Lessee shall file with the Airport Manager and keep current a list of its tenants and sublessees. Lessee shall require its employees and sublessees (and sub- lessee's invitees) to abide by the terms of this Agreement. Lessee agrees it shall promptly correct or remedy any breaches of any 'rules, regulations, terms, conditions or covenants by its i employees or sublessees. E. RIGHTS OF MORTGAGEE: Any person, corporation or itustitu- j f Cion'; that lends stoney Co ,eases for construction of aay. hangar, structure,; building or improvement and retains ;a security,inCerest in said hangar, structure,' building or improvement shall, upbn 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 i 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 o£ this Lease. 1 It is expressly? understood and agreed that the right' of the mortgagee referred to herein is limited and restricted o those improvements constructed with funds borrowed from mortgagee, F. RULES REGULATIONS AND RESTRICTIONS: The use 'of' the pre mines s a at a times a in compliance with and subject to any covenants,; restrictions and conditions of 'record pertaining to the use and occupancy of the leased premises and shall at all times comply with the laws, codes, ordinances, rules and regula- tions, either existing or those promulgated in the future, by the City of Denton, the County of Denton, the State of Texas, the United States of America and thelederdl Aviation Administration, or their successors. Lessee shall not operate or permit the operation of any transmitter devices,. electrical, signals pro- ducers, or machinery on the leased premises which could interfere with the electronic aircraft navigation aids or deviceslocated on or off Airport property. Lessee shah not be permitted to engage in any business or operation on the leased premises which -1 would produce obstructions to visibility or violate height restrictions as set forth by the Federal Aviation Administration 1 f MAVERICK AIRCRAFT, INC./PAGE 7 f ij rps,y,1 is [iV Yl A Il^ .5 and/or the City of Denton. Lessee further agrees that at no time j during the term of this lease shall any material, fluids, solids or gaseous substances be utilized, stored, disposed of or trans- ported on the leased premises which are considered by Lessor to be a hazard to the health of the general public and than no activity shall be permitted on the leased premises that would produce noxious odors, G. HEIGHT RESTRICTION AND AIRSPACE PROTECTION: The City of Denton - Denton Municipal Airport, reserves unto itself its successors and assigns`, for the use and benefit of the lying public a right of flight for the ssa a of aircc•aft above the surface of the premises hereinafter described, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking; off from, or operating on the Denton Municipal Airport. The Lessee further agrees for itself, its 'successors and assigns to restrict the height of structures, i objects of natural growth and other obstruction on the here- inafter described premises to any height requirements by the ordinances of the City of Denton or any applicable Federal Avia'tion'Administration requirements, The Lessee also agrees for itself, its successor s d an asigns to hereinafter described' premisesewhich would interfere with 1ndine g or taking off of aircraft at the Denton Municipal Airport, or otherwise constitute an airport 'hazard. Lessee hereby forfeits all claims to aviation rights over the leased premises. H. CONSTRUCTION ON PREI41SES: Lessee shall have the right to construct 't a axiwa concrete angar pad, hangar(s), concrete apron(s), j I Y , and other improvements necessary for the JI f operation of LQSsee's business or approved use of premises; provided howev6r, that Lessee shall submit all construction plans to Lessor for approval of not less than thirty (30). days 'prior 'to j construction start-up. Further, Lessee herein agrees to obtain all necessary permits as pertaining to all construction on the leased premises and to construct all improvements in compliance with all applicable construction codes. No construction "shall be l permitted on the leased premises prior, to Lessee's acquisition of 1 appropriate construction permits and approval by Lessor. Failure of Lessee to obtain applicable construction _permits and 'approval of Lessor, or its designee, prior to the start of any modification on existing improvements or any construction of new improvements on the leased premises shall constitute Lessee's default of this Lease. Lessor herein reserves the right to establish and enforce architectural standards for construction of new improvements and modifications to existing improvements on the leased premises. I MAVERICK AIRCRAFT, INC,/PAGE 8 i Y .r ARTICLE III RENTAL AND FEES A. LAND RENTAL; At the beginning of this term and continuing until September 0, 1993, Lesser agrees it shall pay to the Lessor for the use and occupancy oc the premises the sum of Eight Hundred ($800,00) Dollars per month, 1. Commencing October 1, 1993 and continuing through September 30, 1998, Lessee agrees it shall ay to :the Lessor the sum of one Thousand Two Hundred F$1,200.00) Dollars per month for the use and occupancy of the premises, However, if Lessee's fuel flowage for the year October 1, 1992 through September 30, 1993 is more than 270,000 gallons, the rental shall be One Thousand six Hundred ($1,600.00) Dollars per month for said period ending September 30, 1998. 2. Commencing October 1, 1998 and continuing through September 30, 2003, Lessee shall pay One Thousand 'Si,x' Hundred ($1,600,00) Dollars per month for the use and 1 occupancy of the premises. However, if Lessee's fuel flowage for the year commencing October 1, 1997 through September 30, 1998, is more than 360,000 gallons, then E the monthly rental for said period shall- be Two Thousand Six Hundred ($20600.00) Dollars. 3. Commencing October 11 2003 and continuing throw gh t. September 30, 2009, Lessee shall pay Two Thousand Six Hundred ($2,600.00) Dollars per month except that if Lessee's fuel flowage for the year 'October 1, 2002 through September 300 2003 is more than 430,000 ? gallons, Lessee. shall pay Three Thousand ($3,000,00) ! Dollars per month. 4. For purposes of this section, "fuel flowage" means the ; amount of fuel, measured in gallons, Lessee fug facilities ik A,rpnfF . QJive~Cd Kd ~r P 1n,No ~ + H, HANGAR AND TI -')OWN FEES: During the term of this Lease, Lease shall y esso ten percent (10%) of all hangarand tie- down fees collected by the Lessee from customers renting Lessee's hangars or renting tine-down facilities on Lessee's premises each calendar month during the term of this Lease, All rentals and fees shall be paid monthly to Lessor on or before the 15th day of each month during the term of this Lease. All such hanger rentals and fees shall be accompanied by record© shorting i the date and location on the Airport where the aircraft was hangared or parked and the tail number, or side ' number, of the aircraft. f MAVERICK AIRCRAFT, INC./PAGE 9 1 e T Y vni ySJ C. FUEL FEES: During the term of this Lease, Lessee shall pay Lessor tree percent 0%) of the wholesale price per gallon of all fuel delivered to the Lessee; All fees shall be paid monthly to Lessor on or before the 15th day of each month during the term of this agreement. All such fees shall be accompanied by records show{.ng the time, date, number of gallons delivered and the name of the fuel supplier, D. DELINQUENT PAYMENT/PLACE OF PAYMENT: Lessee agrees that all mont- y~tal and foe payments are due and payable and shall be paid by Lessee without demand or notice in writing from Lessor. Lessee shall provide_ Lessor a breakdown cf the fee payments monthly._ All rental or fee amounts, paid by Lessee and received byy Lessor after more than thirty 30) days after the due date ahall automatically accrue and include an additional monetary amount (penalty) equal to five percent (5%) of the rental or fee amount due. At any time after any rental or fee amount becomes delinquent, the City may notify Lessee in writing of the delin- quency. All payments made hereunder by Lessee shall be made to Lessor at the offices of the City of Denton, Airport Manager, Route 1 Box 100, Denton, Texas 76205, unless Lessee is notified, f in writing, to the contrary by Lessor. i E. RECORDS: >Lessee shall keep and maintain accurate records 1 of wholeea a el delivered` tinder this agreement, and parking and hangar fees collected, for a period of three (3) years from the date the record is made. Such records shall be kept according''to generally accepted accounting principles. Lessor or its duly authorized; representatives shall have the right at all reasonable i times during business hours to inspect the books, records and receipts of Lessee for the , purpose of verification, F. ANNUAL STATESENT1 Within sixty (60) days after the end of ! each 'calendar year, easee shall furnish to Lesaor a cortified statement of fuel deliveries, and parking and hangar fees collected during the preceding calendar year. Lessor reserves the right to audit said statement and Lessee's books and 'records, including examination of the general ledger and all other supporting material, at any reasonable time during business hours, for the purpose of verification. If the audit establishes the Lessee has, understated or overstated fuel `sales) parking fees, or hangar rentals collected I five percent (5%) or more, the entire expense of said audit shall be borne by Lessee. Any additional payment due from Lessee shall forthwith be paid to Lessor,' with interest thereon at one ppeercent (1%) per month from the date' such amount originally became payable to Lessor. Any overpayment by Lessee shall be credited against further payments due to Lessor. Either party may refer the results of the audit for resolution in accordance with Paragraph G'(Disputes) below. MAVERICK AIRCRAFT, INC./PAGE 10 f G. DISPUTES: If any dispute arises as to the amount owed from fuel`d"i'Mveries or hangar or parking fees collected, the party disputing the amount and/or fee shall notify the other, in writing within thirty (30) days from the date the dispute arises. Upon notification of the dispute, one-half (1/2) of the amount claimed due to Lessor shall be paid forthwith and the dispute shall be submitted to a panel of three _(3) certified public accountants, one to be selected by Lessor, one to be selected by Lessee and the third to be chosen by the -first two accountants selected. This panel shall by majority vote, determine the rights of the parties hereunier in conformity with generally accepted accounting principles. The fees due the accountants for such service shall be paid by the unsuccessful party, or in the event the determination is partially in favor of each party, the fee shall be borne equally by the parties. ARTICLE 'IV { RIGHTS AND OBLIGATIONS OF LESSEE I Lessee is required and is hereby granted the non-excluaive privilege to engage in the business of and provide the services i of a' full and complete fixed base operation at the Airport, subject to the, following requirements and obligations and for such consideration, Lesseecovenants and _agrees to perform or provide the following, as applicable: A. REQWRED SERVICES: 1. Fuel: To have available those ggrades and octanes of aviation gaso ine, jet fueland other petroleum products normally ' found at similar airports, and'to`provide ramp services including Z the 'sale and into-plane delivery of those aviation fuels, `s lubricants and other related aviation products, and to provide i aircraft guidance and assistance within the areas of the leased i premises, at 'least _durin daylight hours, sunrise to `sunset f three hundred aixty- five 365) days per, year. All fuels sham meet minimum F,A.A. requirements for aviation fuels as set but in F',A.A. Circular 5230-4, Aircraft fuel' storage handling - and dispensing, as the same may a revised, Updated) or replaced by =6 t. . or the United States Government. All fuels which are a nationally known brand shall meet the terms of th?.s requirement. All fuels shall be made available either by tank truck, stationary 'pump or other suitable equipment approved by the Fire Marshal of the City of Denton and the Airport Manager; and in accordance with the provisions of the Fire Code of the City of Denton, All fueling operations and all fuel facilities owned or C operated by the 'Lessee shall be in compliance with the Minimum i MAVERICK AIRCRAFT, INC./PAGE 11 I r n,5JUf1 1 t is _i 57. F. G Jb Fueling Standards Ordinance of the City of Denton, All prices for fuels and other petroleum products shall be posted in full public view at all times, Lessee agrees that it shall locate any new fuel storage tanks underground and in compliance with all applicable local, State and Federal codes and regulations, 2, Ramp Services: To provide ramp servicing of, and assistance to, aircraft-, including parking, storage and tie-down service, for both based and itinerant aircraft upon or within facilities leased to Lessee or other areas designated by the Lessor, at least during daylight hours, sunrise to sunset, three hundred and sixty-five (365) days a year. 3, Repair and Maintenance Facilities: To provide for the repair and maintenance o based in t nerant aircraft at least during normal business hours and days. Lessee agrees to maintain and operate a repair' shop for engine and airframe repair with facilities and equipment and to sta,Ef such shop with such per- sonnel as are necessary to provide reasonable service to cuato- i mere , but in no event less than three, with at least one A & P { licensed aircraft mechanic` on premises during normal business hours and readily available at other times.' At least one of the other employees shall be approved and licensed by the Federal Aviation Agency to perform the maintenance and inspections described by the Federal Aviation Agency in And pursuant to FARs 650 145 and 91, i Ler,sor and Lessee agree that Lessee may sublease the aircraft repair shop on the premises. Any such sublease must be approved by Lessor in order to be effective, and 'shall contain provisions that a default by the sublessee shall constitute default by Lessee of this Lease. If 'repair services are not provided as requiredby this section, notwithstanding Section IX. G, such failure shall constitute Lessee's default of this Lease. E 44 pilot Lounge: To provide a pilot lounge area, informa- tional services, an telephone service connections to the Flight Service Station at least during daylight hours, sunrise to sun- set, three hundred and sixty-five (365) days a year. 5. Parts: To provide for the sales of aircraft and engine parts and `ins-truments and accessories at least during normal ; business hours and days 6. Flight School: To operate a flight school for the instruction o the general public in flying and navigation. B. AUTHORIZED SERVI gS: In addition to the services required to be provided by essee pursuant to' Article MA. (Required f Services) 'above, Lessee is hereby 'granted the non-exclusive privilege, but is not 'required, to provide the following servicea and to engage in the following activities: I MAVERICK AIRCRAFT, INC./PAGE 12 . I, Ramp services, including loading and unloading of passengers, baggage, mail and freight, and providing of ramp equipment, aircraft cleaning and other services for persons, firma or air carriers. 2, Special flight services, including but not limited to aerial sight-seeing, aerial advertising, aerial photo- graphy and aerial ambulance operations. 3. Sale of used aircraft. 4. Rental of aircraft. 5. Aircraft charter operations, it is expressly understood and agreed that those services ~Y which are authorized, but not required, shall be subordinate to those required services listed in Article IV., Section A, above. C. OPERATING STANDARDS. lit providing any of the required and/or aut ox ze aerv ces or activities specified in this Agree- ment, Lessee shall operate for the use and benefit of the public j and shall meet or exceed the following standards: E I 1. Manager. Lessee shall selects appoint, and designate to. essor in writing, a full-time Manager of business at 'the ' leased premises. The manager shall be `vested j with full power and authority, 'to act in the name of 1 Lessee with respect to the method, manner and conduct of the operation of the fixed base services to be ' provided under this agreement. The manager, shall be available' during regular business hours and during the manager's absence, a duly authorized subordinate shall i be in charge and available .'luri'ng daylight hours, 365 days a year. ? F 2. R~m__ppt__oyy~ee~s, Lessee shall provide, at ito sole expense, j t emoyeas necessary to provide effectively. and efficiently the services required or authorized in this Agreement. ? 3. Empl.oyee Qualifications. Lessee shall control the cone uot, emeanor and appearance of its employees, who ? shall possess such :technical qualifications and hold such certificates of qualification as may be required in carrying out assigned duties. Lessee shall be ~ responsible to supervise Its employees to assure 'a high standard of service to customers of Lessee. MAVERICK AIRCRAFT, INC./PAGE 13 i Y Y y D. VENDORS AND SUPPLIERS: In providing required and/or authorized servTces pursuant to this agreement, Lessee shall have the right to choose, in its sole discretion, its vendors and suppliers, except as provided in Article IV. Paragraph A. 1. (Fuel). E. CHARGES BY LESSEE: The Lessee agrees to furnish all services on a a r, equal, and not unjustly discriminatory basis to all users thereof, and to charge_ fair, reasonable, and not unjustly discriminatory prices for each unit or service, pro- vided, however, that the Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. F. MAINTENANCE OF AIRCRAFT ON UNLEASED PREMISES. It is I clearly und6rstoo y t e esaee tat no r g t or 'privilege has I been granted which would operate to prevent any person firm or corporation operating aircraft on property not coverer{ by this Lease from performing any services on aircraft, including but not f limited to maintenance and repair. G. UCILITIES TAXES AND FEES: Lessee covenants and agrees it 1 shall "meet a expenses an payments in connection with the use and orcupan,y of the premises and the rights And privileges herein granted, including, but not limited to the timely payments of: rentals and fees under this agreement, utilities,., taxes, permit fees, license fees and assessments lawfully levied or assessed. Lessee herein agrees to pay to all lawful taxing authorities an ! ad valorem property tax on all improvements on the leased pre- mises, and to comply with all tax laws as pertaining to the i j leased premises, either existing tax laws or those promulgated in I the future. H. MAINTENANCE OF LEASED PREMISES: Lessee agrees it shall be f responsible or a ma ntenance an repair of all items on the f leased premises, including buildings, structures grounds, util- itieL' , grass cutting, landscaping, trash collection and removal, except for exterior asphalt and paved areas and the fuel farm. Lessee agrees that the property, together with all improvements, shall be maintained in a safe, clean and attractive condition at all times and that any change in the original color or texture of ! the exterior walls of all structures or improvements shall require written consent from Lessor, and such consent shall not be unreasonably withheld. Lessee shall provide a complete and proper arrangement for the adequate sanitary handling and disposal, array from the Airport, of all trash, garbage and other refuse caused as a result of the operation of its business. Lessee 'shall provide and use approved receptacles for all such garbage, trash, and MAVERICK AIRCRAFT, INC./PAGE 14 1 R T«1j/j } H (k§$5+1 4S r~i other refuse. Piling of boxes, carCons, barrels or other similar items in an unattractive or unsafe manner, on or about the demised premises, shall not be permitted, Lessee shall be responsible for maintaining suitable and attractive yard appearance. ' (,,~ssee covenants to mow the premises in such a manner to ensure. ,:fiat weed or grass growth is never allowed in excess of tb'- allowed by City weed ordinance r requirements and agrees to removal of weeds from around- fences and 'buildings Lessee is encouraged to provide additional landscaping beyond the minimum required by City to assist in enhancing Airport appearance. Lessee herein agrees not to utilize or permit others to the utilize areas on the leased premises which are located for the outside of the hangar(s) building( s) to be used aircraft storage of wrecked or permanently disabloeir s equipment i parts, automobiles, vehicles of any type, or any other of the leased or items which would distract from the appearance premises Lessee agrees that at notime opshationthe leased f premises be used for a flea msrket type sales During the term of this Lease, the Lessor shall have the right to require that the metal exterior of hangar(s) i building(s) located on the leased premises be painted at least one ;,(1)) time, with said painting of hangars or structures s which E accomplished utilizing Lessor's specifications, a copy e Lessor herein agrees to is attached hereto as Exhibit "-0". provide Lessee with a two (2) year notice in writing prior to the required completion date of the painting of thy, hangar(s) or building(s). Lessee herein agrees totiin al costs and expense involved in the hangar or building pain g p roceSS4 Failure of { Lessee to complete the hangar or building painting period prior to the required completion date shall constitute Lessee's default s under this, Lease. t_ Lessee further agrees that upon the expiration of the 'term of this e red toor sooner inn good tcondition~ reasonablem wear wand 4 be delivered rear excepted. 4 Lessor reserves the right to make periodic inspection of leased premises and improvements and equipment therein during i normal business hours E Lessee shall, at its sore cost and expense, keep and maintain conadditions structed or E the ations d thereto, equipment 1 and i lp nd c aping installed by Lessee upon the leased premises, in first-claea J condition, which condition . shall at all times be based on a 4 MAVERICK AIRCRAFT, INC,/PAGE 15 7Jw l` +3o-} , tl .t sV ,v c; standard of care reflecting prudent property management, reasonable wear and tear excepted. Lessee agrees to install and maintain within any building, perking and tie-down, and fuel storage areas on or hereafter placed on the leased premises, such fire equipment and fire extinguishers as may be required by applicable federal, state and local fire codes and regulations. $ /1 u,!h, ~h c.~ru'k~l 421LCkj 12, . . Lessor agrees to maintain the `exterior pavement and asphalt of the leased premises. However, who a the Lessor's cost of materials to repair exceeds $2,000.00, Lesaei agrees to reimburse Lessor for one-half the cost of the materials utilized in making such repair, Failure to ay Lessor ~fe~'06 within 30 'days of mailing of an invoice, P for such costs shall constitute an event of default under this or Lease. fa Lea,~or gees to maintain and repair the existing fuel j rm. If Lessor •is required to replace said farm Lessee coven nts QQu~aggnl}~ es r'a n W fu I SILP t1 far facilit ec• P~W~ " T {,I "f0 0/"~^ Cl1 YWC~J o...t' If (iV ItL►'~~~. UC tLII~. I CR ~ll't'CIN ~~ttS ~iM~t+~ 0 D2 1.P IG(tt~ , P lic, use d '.N'AZA DOUS ACTIVITIES. Strou d` Lessee vio ate any haw, r restrict on. or regulation 'of the 'City of Denton, or the Faderai Aviation Administration, or should the Lessee engage in 'or permit~k uG. other persons or agents to engage 'in activities which could produce hazards or obstruction to air navigation, obstructions to viai-fN~' f bility or interference with any aircraft navigational aid stations d5' or device, either airborne or on the ground, then Lessor shall state such violation in writing ,and deliver written notice to .I, Lessee or Lessee's agent on the leaaed premises, or to the, per- son(s) on the leased premises who are causing said violation(s), i i and upon delivery of such written notice, Lessor shall have the right to demand that the person(s)-responsible for the violation(s) cease and 'desist from all such activity creating the violation(a). In such event, Lessor shall have the right to demand that oor- ~ rective action, as required, be commenced immediately to restore the leased premises into conformance with the particular law, rule y 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 i Lessor shall have the right to enter on to 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. ARTICLE V INSUWCE AND INDEMNITY: A. INSURANCE MI UIREMENTS; Beginning on the effective date of this Lease, eer3ee s a maintain continuously in effect at all MAVERICK AIRCRAFT, INC./PAGE 16 ff: a 4!tiM S Agreement and any extension times during the primary term the tfollow$ ng insurance eoveragee,; thereof, at Lessees expense, the Comprehensive General Liability Insurance covering 1, its leased premises, the Lessee or its company) personnel and its operations on the Airport. 2. Aircraft Liability to cover all flight operations of Lessee# ement 3. Fire and extended coverage for replac value for all facilities used by the Lessee either as a parr of this Agreement or erected by the Lessee subsequent to this Agreement. ility insurance limits shall be in the following 4. Liab minimum amounts: I bodily injury and Property Damage! per occurr- $1,000,000 combined single limits on a pe I once basis* of Denton as an City _ name the provide for a minimum of { S. All policies shall and addition l named insured h City Prior to otice to days written cancellation or lap eos such theneffective date of any policies. roved by the, Lessor, 6. All policies must be app of all such 1 rovided with a copy i 7, The Lessor shall be p policies. 19930 Lessor herein teaerves the E B. Commencing October 1, insurance amounts taherequire liany additional riddr, I righ`G to adjuat or increase hereby f the;Losaee, and and Lessee required provisiona ol or certifSoatea of :U adjusted $inaura6nO~ d ygirfollowing with any such adj a agrees to 9o~?p1Y Lessor within sixty ( the increagad nz may be required by from Lessor stating that any receipt of notice in wr~uiremental rovided however, adjusted insurance rec{ requiromenCe shall be cammensuzate with insurance requirements at arpp to the Denton municipal other p airports of simil aviation activities, located in public isizee and in seope o i Airport, for the purpas8 of 1 the southwestern region of the the )n of t St ho United states shall be this Lease, the fted Southwestern h region o . maintain the states classified a lessee shall have the right to the Federal Aviation Administration. force bath types of insurance and amounts of insurance which in INC MAVERICK AIRCRAFT, ./PAGE 17 f y f i p excioeecdJ fr LesomsorOc'stober m 1, minimum insurance 1993 and conrequitinuing until . Dur September the er er 30, 19980 Lessor may not require Lessee to maintain liability insurance policies of more than $5,000,000.00 combined single limits on a per occurrence basis. 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 minimum specified amounts or types of insurance as required by Lessor shall constitute Lessees default of this Lease, ' I D. INDEMNITY; During all times that this Leas the g e is in effect, Independent p ee _ that Lessee is and shall be deemed to ' of Cit contractor and operator and not an agent or employee y with respect to their acts or omissions hereunder, For ! f all the purposes hereunder, Lessee is and shall be deemed an i 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. i Lessee; agrees to indemnify and hold harmless City and its agent all s employyeesand representatives from and a$4 inst l ebil~ty #or any and all claims, suits, demands, and/or actions i arising from or based u { omissions on the part of oLesaeeentits agentsp reipreesentatives, employees, membors, patrons, visltoxs, contractors and subcon tractora (if any),- and/or subless,~es, which may arise out of or result from Lessee's occupancy or use of the f activities conducted in connection with or incideremi' or ntal sto nthis j Lease Agreement. Lessee shall also indemnify City against any and all mechanic's and materialmen's liens or any other types of liens imposed upon the premises demised hereunder arising as a result of Lessees conduct or activity. This Indemnity Provision extends to any and all such € claims, 'suits, 'demAnds, and/'or actions regardless of the t relief sought thereby, and whether such relief is in the fore of damages, ud r jgments,-and costs and reasonable attorney's fees and expenses,' or any other legal or equitable form of remedy. This Indemnity provision shall apply regardleas of the nature of the injury or, harm alleged, whathher £cr injury or death to persons°or t damage to S property, and whether such claims by alleged at common law, or statutory or constitutional claims, or otherwise. This Indemnity Provision shall apply whether the basis for the claim, i MAVERICK AIRCRAFT, INC./PAGg 18 7,77, f;„s+,rtn ,y a gar • • ~ I suit, demand, and/or action may be .it:tributable in whole or in part to the Lessee, or to any of its agents, representatives, employees, members, patrons, visitors, contractors, and subcon- tractors (if any), and/or sublessees, or to anyone directly or indirectly employed by any of them, Further, City assumes no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly attributable to premise defects or conditions which may now exist or which may hereafter arise upon the premises, any and all such defects being exppressly waived by Lessee. Lessee understands and agrees that this Indemnity Provision shall apply to any and all claims, suits, demands, and/or actions based upon or, arising from any such claim asserted by or on behalf of Lessee or any of its members, patrons, visitors, agents, employees, i contractors and subcontractors (if any), and/or sublessees It is expressly understood and agreed that the City shall not be liable or responsible for the negligence of Lessee, its j agents, servants, employees and customers. Lessee further agrees that it shall at all times exercise :reasonable precautions for the safety of, and shall be solely responsible for the safety of its agents, representatives, employees, members, patrons, visi- tors , contractors and subcontractors (if any)', and/or sublessees, and other persons, as well as for the protection of supplies and equipment and the property of Lessee or other persons. Lessee rth6r eral agrees tcomunicipalh saall fet apppabiregulationsns and , , and _p y laws + { Fed ordinances ` PROVIDED F'tETHER, that the 'Lessee and the City each agree to give the other party prompt and timely, notice of any such i claim made or suit instituted which in, any way, directly or indirectly, contingently or otherwise, affeeta or might affect the Lessee or the City. - Lessee further agrees that this indemnity { Provision shall be considered as an additional remedy to City and not an exclusive remedy. o ARTICLE VI i Li TERMINATION SUBLETTING AND ASSIGNMENT A. All the terms, restrictions, covenants and conditions of, ( record pertaining to the use and occupancy of the premises are 1► conditions of this Tease and failure of the Lessee to comply with any of the terms, conditions, restrictions, covenants and condi- tions of record shall be considered a default of this Lease, at.d upon default, the lessor shall have the right to invoice any one or all of the following remedies. Selection of one or more MAVERICK AIRCRAFT, INC./PAGE 19 {j'[~({j4Jlfiv~itM4 L'VA nS. 3 T3 remedies by Lessor shall not constitute a waiver of any other remedy. B. Should Lessee fail to pay the monthly rental amount or any fee 'prescribed in Article III hereof, such failure shall constitute a default of this Lease, and Lessor may give written notice to Lessee of Lessee's failure to pay and demand payment in accordance with the Lease terms. Should Lessee fail to pay the monthly rental amount or required fee within twenty (20) days following receipt of written notice from Lessor, then Lessor may, at its sole option, terminate this Lease without further notice to Lessee. C, In the event that Lessee fails to comply with any of the . -Iu. terms, conditions, restrictions and covenants pertaining to this f Lease Agreement then in such event, Lessor may give Lessee notice of said breach, and request Lessee to cure or correct the same. r' i Should Lessee fail to correct said violation(s) or breach within thirty (30) days following receipt of said notice, then Lessor may at its sole option terminate this Lease without further notice to Lessee. Should this Lease be terminated, by Lessor for L failure of Lessee to correct said breach or violation within the thirty (30) day cure time, Lessee shall forfeit all rights to all improvements. on the leased premises and all improvements on the leased premises shall become the property of the Lessor. D. In addition to termination of this Lease for the breach of terms and conditions herein, the Lessor shall have the right to f terminate this Lease for the following reason(s); i 1. The Lease has reached the termination date of the i original term or Any `extended term thereof. 1. petition In the event that Lessee shall file a voluntary in bankruptcy or proceedings in bankruptcy shall be instituted against Lessee and Lessee thereafter is adjudicated bankrupt pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any Federal reorganization act. 3. In the event that Lessee should make an assignment of this Lease, for any reason) without the approval of and - written consent from Lessor. Upon termination or cancellation of this Lease and provided 1 all monies due Lessor have been paid, Lessee shall have the right to remove its personal property, provided such removal does not cause damage to any part of the hangar, structure or improvements. MAVERICK AIRCRAFT, INC./PAGE 20 L B 144 ~S I E. LIEN! The Lessor shall have a lien as security for the rent a oresaid upon all goods, wares, chattels, implements, fixtures, furniture, tools, and other personal property which are or may be put or caused to be put on the b y demised premises by Lessee. Upon termination of this Lease, Lessee shall remove all personal. property from the demised premises within ten (10) days after said termination. If Lessee fails to remove its personal property as agree, Lessor may elect to retain possession of such property or may sell the same and keep the proceeds, or may have such property removed at the expense of Lessee. If Lessor has exercised its option to take title to fixed _ improvements as provided, Lessee shall repair, at its own 1 expense, any damage resulting from said removal of personal property and shall leave the leased premises in a neat and clean f condition with all other improvements in place, ~ I F. NO WAIVER: Failure of Lessor to declare this Lease termi- nated up'onn the default of Lessee for any of the reasons set our shall not operate to bar, destroy or waive the right of Lessor to cancel this Lease by reason of any subsequent violation of the terms hereof. Theacceptance of rentals and fees 'by Lessor for any period or periods after a default of any of the terms', covenants, and conditions herein contained to be performed, kept E'E and observed by Lessee shall not be deemed a waiver of any rights on the part of the Lessor to cancel this Agreement for failure by I Lessee to so perform, keep or observe any of the terms, covenants or conditions hereof to be performed, kept ani observed. G. SUBLET OR ASSIGNMENT OF LEASE: Lessee expressly covedants that it will not assign n is ease, cohvey mare than forty-nine rcent (49X) of "the interest in its business located on the ! leased premises, deemed herein' to mean the controlling interest in its business, through the sale of stock or otherwise, nor sublet, assign, transfer, nor' license the whole or any parr of the said premises for any purpose, exceptfot~ rental' of hangar space or tie~down space, without the `prior written consent of the Lessor, Lessor agrees thatit will not unreasonably withhold its approval of the sale, assignment, or sublease of the facilities for aviation related purposes. In the event that this Lease is assigned, all provisions, terms and conditions of this Lease shall remain binding upon as.signee or sublessee. H. EFFECT OF CONDEMNATIONS If the whole or any part of the leased promises shill e condemned or taken by eminent domain proceedings by any"city county, state, federal or other auth- ority for any purpose, "ten the term of this Tease shall cease on the part so taken from the day the possession of that part shall MAVERICK AIRCRAFT, INC./PACE 21 I r Y .ryY7 (1 be required for any purpose and the rent shall be paid up to that day, and from that day, Lessee shall have the right to continue in the possession cf the remainder of the premises under the terms herein provided, except that the rent shall be adjusted to such amount as the parties hereto shall negotiate; but,, under no circumstances shall the rent be greater than the per square foot rental provided for hereunder, All damages awarded for such taking of land for any public purpose shall belong to ane be the property of Lessor. All damages awarded for afscr taking of structures, improvements or businesses that were constructed by Lessee shall be reflective of their value for the remainder of the lease term and be awarded to Lessee; the remainder to be awarded to Lessor, 1. ASSLMPTION: All buildings and improvements of whatever nature remaining upon the leased premises at the and of the primary term, or any extension thereof, of this Lease shall automatically become the property of Lessor absolutely in fee f without any cost to Lessor. ! ARTICLE VII CANCELLATION BY LESSEE Lessee may cancel this Lease, in whole or part, andterminate all or any of its obligations hereunder at.any time, by thirty E II (30) days written notice, upon or after the happening of any one of the folhowing events: (r) issuanoa'by any court of 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 $ written notice of the existence of such breach; (3) the, inability of Lessee to use said promises 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 the maintenance and operation of said e,irport and facilities or any substantial part or parts thereof. Upon the happening of any of the four events listed in the preceding paragra;At, such that the leased premises cannot be used for aviation purposes, then Lessee a,aq cancel this Lease as aforesaid, or may elect to continue this Lease under its terms except however that the use of the leased premises shall not be limited to aviation purposes, their use being only limited by such laws and ordinances as may be applicable at that time, -I 1 f MAVERICK AIRCA"T, INC. /PAGE 22 r i i ARTICLE VIII RIGHTS AND OBLIGATIONS OF LESSOR A. 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 the Lessee, and without interference or hindrance. 2. 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 main- tenance of the Airport. I B. QUIET POSSESSION: Lessor covenants and warrants that, if I Lessee discharges obligations' herein set forth to~ be performed b the Lessee, the Lessee shall have and enjoy during the term' of this Lease the quiet and undisturbed possession of 1 I the leased premises, together with all appurtenances thereto and without hindrance from the Lessor. ; C, RIGHT OF EASEMENT: Lessor or Lessor's authorized agent { f shall have the r g t to establish easements, at no cost to Lessee, upon the leased _premises for the purpose of provid,,ng 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 its original condition upon the installation of any utility services oh, in, over or under any such easement or the conclusion of such I construction. Lessee shall not have the right to levy fees or charges for any exercised right of easement by Lessor or Lessor's authorized agent, D, INGRESS AND EGRESS Upon paying the rental hereunder and performing a o the terms, conditions and covenants of this Agreement, Lessor agrees that Lessee, shall have the right of ingress to and egress from said leased premises for the Lessee, its officers, employees, aggents, servants, customers, vendors, i suppliers, patrons, and invitees over such roadway(s) as may be I 1 designated for that purpose and the right of egress to and 'agrees from the landing area for airplanes over taxiways and aircraft parking ramps provided by Lessor, Said roadway(s), aircraft _i parking ramps and taxiways shall be used jointly with other tenants on the airport, and Lessee shall not interfere with the rights and privileges of other persons or firms using said facilities and shall be subject to such _weight and type use I restrictions as Lessor deems necessary. MAVERICK AIRCRAFT, INC./PAGE 23 it - fr f P1 el 1 E. TIE-DOWNS; Between September 1, 1988 and August 31, 1993, "Lessor agrees to reserve fifteen ,(15) of its present tie-down spaces for the use of transient aircraft. Lessee, at its option, from time to time may rent as many of said tie-down spaces as are then unoccupied at the rate of $2,50 each per day or $25.00 per month. ARTICLE IX SPECIAL CONDITIONS r_- It is expressly understood and agreed by and between Lessor' r 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 I thousand , poun continuous use weight bearing capacity of the runway and taxiways of the Airport, Lessee :herein_agreeb to limit all aeronautical activity including 'landing, takeoff Ond taxiing, to aircraft having an actual weight, including' the weight of its fuel, of sixty thousand (60p000) pounds or leas, until such time that the runway and designated taxiways on the Airport have been `improved to handle aircraft of such excessive weighta. it is further aggreed. that, based on qualified engineering studies,. the weight restrictions and provisions of { this clause may be adjusted, up or down, and that the Lessee agrees to abide by any such changes per referred ions to as in such studios I ma dictate, Aeronautical. Activit this clause shall include that activity of type Lessee or its aggenE6 or subcontractors, and its customers and invitees, but shall_ not include those activities over which it has no soliciting part, or ' control, such as an unsolicited or unscheduled or emergency landin Negligent disregard of the provisions of this section shall be sufficient to cause the immediate termination of this exitire Agreement and subject the Lessee to be 'liable for any f damages to the Airport that might result. B, BUILDING LIFE: It is agreed that the life of any building to be cons tucte y Lessee on the property herein leased is at least twenty-one (21) years ARTICLE X GENERAL PROVISIONS A. WAIVERS; Failure of either party to complain of any act or omisa an on, the part of the other party, no matter 'how long the same may continue, shall not be deemed a waiver of any breach of any of the provisions of this lease or a consent to any subse4u6nt breach of any of the same or any other provisions. MAVERICK AIRCRAFT, INC./PAGE 24 r 4011 r ONif"I B, LEASE BINDING ON sxCESSoks ASSIGNS ETC,: All covenants, agreements, prov a ans an con tons o t s 'lease shall be binding upon and inure to the benefit of the respective parties hereto, that is both Lessor and Lessee jointly and severally, and their legal representatives, successors or assigns, and/or any grantee or assignees of the Lessor and Lessee. No modification of this Lease shall be binding upon either party unless it is in writing and signed by both parties. C. A'TTORN'EY' S FEES: In any action brought by either party in which a u gment s awarded in favor of the party instituting the action for the enforcement of the obligations and conditions of the Lease, that party shall be entitled to recover all costs from the other party, includng attorney's fees, involved in the enforcement of this Lease. D. PARAGRAPH HEADINGS., The, headings tised herein for each paragr.a are'use on y or convenience and are not intended to explain the nature of each paragraph. E. PARKING;' Lessor reserves the right to restrict and designate-parking areas for all surface vehicles on all areas of the Denton Municipal Airport. SEVERABILITY; If a provision hereof shall be finally ' declare 'vo o~ illegal by any court or administrative agency I 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. G. FORCE MAJEW, It is understood and agreed between the parties hereto t at Lessee shall be relieved from' the performance of;.any obligation of this lease during such period of time as, the performance of such obligation is impractical or impossible because of revolution, public disorder, war, whether declared or not acts of public enemies, strikes or other labor disturbances (unless the same were induced by the negligence or willful act of Lessee, its agents, servants, employees or independent contrac- tors), fires., floods, storms, acts of God, orders or acts of any government or overnmental authority through no .`fault of Lessee, or any cause of a like nature through no 'fault of and beyond the control of Lessee, In any such case, written notices sent b registered mail shall be given by Lessee to Lessor within ten (10) days after the commencement of such cause advising Lessor of the existence of such, cause and of Lessees readiness to resume performance of such obligation upon the removal or nonexistence of such cause. It is further understood and aggreed between the parties hereto that Lessor shall be relieved from the performance of any obligation of this lease during such period of time as the MAVERICK AIRCRAFT, INC.JPAGE 25 I r t , 5 performance of such obligation because of revolution, public disorder mwar,t whether declparedbor not acts of public enemies, strikes or other labor disturbances (unless the same were induced by employees or wind pendent of Lessor, its agents, contractors), fires, floods, storms, acts of God, orders or acts of any government or governmental authority through no fault of Lessor,. or any causes of `a like nature through no fault of and beyond the control of Lessor. In any such ase,toritteaenw thin sent by registered mail shall be given by Lessor Les ten (10) days after the commencement of such cause advising Lessee of the existence of such cause and of Lessor's removal readiness the r \ ` 1 to resume performance of such obligation upon 3 nonexistence of such cause. 1 H. LEASE APPROVAL4. He it further understood by the Lessee that th s greement shall not be binding on either party until such time as approval of Agreement has been secured from the Denton City Council. I I. NOTICE; Any notice given by one party to the other in connect on w th this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, with postage t and registration fees prepaid: 1. If to Lessor, addressed to: City Manager i City of Denton Denton, Texas 76202 Unless notified to the contrary by Lessor. 2, If to Lessee, addressed to: Maverick Aircraft, Inc Denton Municipal Airport Denton, Texas 76205 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt, { j j J, GOVERNING LAW: This Agreement is to be construed in accorda.lcew t e awa of the State of Texas. K, ENTIRE AGREEMENT,. This Agreement constitutes the entire undo ng all ' prior t or independent a Agreements (between date er parties;. covering the subject matter hcreEby bor% parties. oti ~ modification hereof shall be in writing signed ,f,. ~ i~~~,,,', Al I re ~'~r~,+nc~ -t~ d~5 .si~.aU ~ ctr-►~s~ved fo ` ~ b~ rye-+~~r d.oua s ' MAVERICK AIRCRAFT, INC./PAGE 26 i _ , rr have executed this Agreement IN WITNESS W%EREOF, the parties ~ as of the day and year first above, written' CITY OF DENTON, TEXAS LESSOR BY : S ATTEST: 1 , ITCIi, FORM CITY ATTORNEY ppFROVED AS ~RAYOV DEBRA ADAMx i BY t4AVERIOK AIRCRAFT, INC., ~,ESSEE I J BY4 i { } ATTEST; 1 MAVVtRIC~K AIRCRAFT, MAVERICK AIRCRAFT, INC./PACE 17 Hi . i~ S i 1 THE STATE OF TEXAS COUNTY OF DENTON § BEFORE ME, the undersigned authoYeiaY~ in tho and Hender for son, said preside COUT)ty, ctt Texas, on this day personally appsa person and of Maverick Aircraft, Inca, known to me to be the p and toame that st%bacribed to the officer whose same was the act o f theisaid Maverick acknowledged In I a corporation of the state of Texas, and that he Aircraft, he s capacitytherein and consideration therein a expresseda andp in corporation and stated, GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ZO+k day of ~.~Q t-1- ► 1988. I I My commission expires: , nA row's ; ~ I ~o.~•. eo. Ap' ~~.1M1 THE STATI, OF TEXAS § COUi'TY OF DENTON § { i County, s, BEFORE;M91 the undersigned atRay in and Stephens, for sMaaid yor"of the , :Texas, on this day personally appeared City of Denton, Texas; known tame' Co be the person' and officer and whose name is Bat titherib e s8ame wash theoact'of the said City of'Danton, lodged to pal corporation of the 'State of Texas, ationtfor TeXea, a municilie executed the same as the act of said mun rpal corporarain the consideration therein expressed, the purposes and capacity therein stated. I ek day +VEN UNDER MY HAND AND SEAL OF OFFICE, this the CO 1 of ' 1988 h~ ►~►w ew My Commission expt.xes: I MAVERICK AIRCRAFT, INC,/PAGE 28 S 4 I F{,1 Tv 'F 50 TAXIWAY 4- 't'A ;NAY I 441 1 ~ x r CIO M ,5 { 1 ~ y~ 2 r~ \ -4 d ~ vw I ° a„ 1 -1 t . EXHIBIT "B" 5. The ta= of the lease, which in an fmhortant factor in deter- mining lease rates. The airport administration must determine whether or not a longer term lease at lower rates is desirable for certain types of uses. It must also be zeoognised, however, that in many cases, finarKinq for major imRrovamnts is possible only through a long term lease (20 years, or snore) and the 1es- s+s/dr^4.oper may require scree form of incentive to make a ger investment that will ultimately benefit the airport and thhee community. c;rocsd X~ssti h~ r Table 8.2 shows the average ground leave rates that could be established at Uentoh Municipal Airport, by land classification. There i0pvVed are a M,iatraimWrsW4fts i possible or such as rentals or i leases of for additional facility aanstructim,4 etc. it* recommended locations of the land use classification areas are identified in pigure 8.2. f j 9lf~i A.2 LsW zxmw or 110FO+l g CLAW NCW sow MI" MWm { i I NA NA N/A N/A I`. II .10 .12 .14 20 I III .00 .10 .12 .lb f ~ IV .05 .08 .10 .1/ It is strongly remmw%ded that a ooopetent leasing or reel estate andevalqpmant firm to bead ato further define the t the Denton leasing and to provi le fu oipal Aispo2t and to guidance is the datereitfatita o! irse rates. E 8.14 si i; ~j ej jF ee•►HrererMlA errlrer► ~l ST08 ; ~ I! i to* Aam -41 e • . rare 04 II Iu..NUre. a►•eNYf erN el( f Y( r Iq y 4 ) C,AtL: LL .L rit II Ci 11 OLMC3RS r~ POSEOUARTT MGi LIOHTSurr MC-10 *FLAX MC-19 TUNDRA LAV 69% LAY 65% LAY 78% MO-28 8% is *CHINA WHITE (1,3) M02 4CHROMEYELLOW (1,2,3,4) MG 11 ~IVORY (1.3) MG20 GREENLAND MO-29 LRV 82% LAV $6% LAY 64% L RV 80% I i ~ ~ Ir eISOUE MC-3 WHEAT M042 QUINCE M0•21 JADE MC 30 LAY 76% LRV 89% LAY 72% LRV 32% e : sus ti,l,~ f_ CLAY TINT 0,2,3.4) MC44 ♦SHELL MC-13 ABSINTHE MC-22 PILAF M031 LRV67% LAV76% LAV 7 % LAY 16% j PALE AAI8EA MC6 b8ULPHIIA(1.2.3) MC, 14 LINDEN M023 SPEARMINT MC-32 LAY 65% LAV 13% LRV 38% LRV88% I I~ •CANYON(1,2,31 MC-0 TALLOW MC. 16 LIMESTONE (3) MC-24 HEMLOCK MG.3J LAY 22% LRV 69% LAV 02% LRV 17% HENNA (2,4) MG7 *YELLOW PASTEL (1,2,3,4) MGIe MARSH MG26 WINTEAOAEEN WO-34 lRVTO% LRV81% LRV 7D% % 1 I DECKAEO (2,4) M04 MILLING YELLOW MGU TEAN (2,4) MG% sEAIERALD MG45 LAVl% LAY 61% LAV0% LRVIO% , 1 i COPT4A(2,4) 100•9 6OL61NOOT MG1e OREENERY(2,14) M047 LAY U% CEDAAORFN MC-9 8 LRV 45% LAV 49% IRV 7% or best hkflnp, two 00AIS 1 rlv6NebN k1711e M% 1158 r 1 ulred over cordrasting coloN. 801 SAO) 2 Inferbr only 84~) 3 Inlerlor onW ti/Lb} 4 Lead Conte end teed Ire! 000146 041101e in (4344) System. Lead Contalning Cobra not to 1» Usediof domeetto, InatNUtlonal, Shc100001 or reorsalbnsl a0110166. Pot InduetllSl use only) cJ 1 eel, Thi AhwwwWli&M Como" y 1 Industrial Maintenance Coatings • Industry • Commerce • Institutions • New Construction • Repaint • Maintenance SIENNA MC-31 OEEP UMBER MC-16 CLOVE MO.$$ SILVERY MC-64 LAY 11% LAY 12% LRV 30% LAY 63% WALNUfBROWN (2,4) M0136 PUTTY MC-47 FAWN MC-9 IOWER GRAY MO-65 LRY$% LRV46% LAY46% LAV 19% l LIGHT BARK MO-30 CANVAS MC-40 SPICE MC57 SHALE MC•68 LAV 32% LAY 63% tAV 30% LRV 45% i t' ri, I ~ I I , ' i PRAIRIE MC•40 SIERRA TAN MC48 BEIOEIONE MC58 SMOKE M061 LRV 64% LAY 45% LAY 66% LAY 30% 3 CORK MC-41 PEARL MC-60 DUSTY PFACH M0151 OREYSTONE MOV LHV 35% LAY 16% LRV 63% LAY 43% ~r'A4111 LClA i MESA MC-42 BIACHWHITE MC-51 COBBLESTONE MO-" PEWTER MCEB LAV 55% LRY 6B% LRV 41% LRV 46% DESERT SAND MC:43 MAPLE TAN M042 TAUPE MC-61 PLATINUM MCdO LRY 67% LAY 43% LAV 21% LAV 61% WHITE SAND MC 44 GOLDEN MC53 MARBLE MC62 SLATE GRAY MO.11 LRV68% LAY 46% LAY 11% LA 4 % ADOBE MF46 EARTHEN M0,84 ORElOE M0.03 EBONY M072 LAV 47% LRV 38% LAY 64% LAY 6% (6) Not available In Metelaetlo II Enamel, 91110006 Alkyd enamel, Color approxlmales the appearance of the actual coaling. Faotors blwl To Metal E?nomm, or Water Need Catalysed Epoxy, such ae type of product, degree of gloss, textute, BIZ6 and (6) package Color Contains Lead, Nol to be used (or domeailo, Inetllurbnal, shape of area, llghling, heal, or method of applloatlon may oause edUeatllonal, or re0reatfonal lAollitloal For Industrial use only, color variance, ~P6rtormance of C6rlaln colors may bo Alternate Lead Free products are available in Industrial Enamel quality, affected by speclho exposure environments. s Products available using 131and•A•Coior colorants (SAC): Direct To Metal Enamel, Industrial Enamel, KEM A&A Epoxy Enamel, MelalaAllo 11 Enamel, Metolatex SomhQtoss Enamel, Silicone Alkyd Cnamel, Tile-Clad II Enamel, Water Based Catalyzed Epoxy. Products available using Nuodex Chroma Chem$ 844 colorants (844); Epoxy Mastic Enamel, Heavy Duty Epoxy Enamel, H(-Blid Aliphatic) Polyurethane, HI•Blld Chlorinated Rubber Enamel, Tile Clad II Enamel, Limited colors available In HI•BRd Vinyl, Chrome Chems Is a rogietered trademark of Nuodex, Inc. w~~ r ~rw F--Safety Colors/EN BERMUDA MC-73 TIOAlBIUE M002 *SAFETYYELIC~' 6,81 - ~ AaEiYO LRV49% LRV63% \ RV 2d / LAY 29% SEAWARD MC44 MAAITWE M043 SAFETY RED (2,4, SA) ~ SAFETY BLUE LRV 64% L};130% LRV rl% LRV 17% 1 I CERULEAN MO-76 nELpt M"4 SAFETY ORAN6,6I INFERNATiONAiDAANOE(2,4,6,01 (I LAY 341A LRV 00% LRV 17% 7 17% I I I I TUROVOISE M0,70 VAPOR M046 IRILLIANTWHITE BLACK LRV 23% LAY 12% ( AMP SURFACE LRV II% LAY 0% ENAMEL B62W1) l j CPrimers J ill vary I dapeese Alnq chips on are product aproxlmsle AZURE FROST BLUE PURE WHITE A LRYS6% The mpresentationsonj• LRV A% Yb% LAYY63% 63% ACR Lg0 PAINT B 2WIlDlED l ffI / MILLPOND MC•70 OAEY BLUE MGIT ZINCC`.AOr*ETHYL SILICATE LAY 30% 7Aluminums _7 /Ilvveelox LAY 72% i r PERSIAN BLUE MG79 HAABOR M049 BLUE IRITE B6"w2 ZINO CHROMATE BS4Y1' LAY 28% tAV 23% i SURF MC-04 AAOTIDBLUE M040 SILY0111115e 05"0 KEMXAOMIQWHrTE ellowl LAY 09% LRV 20% ;NOUSTAML ALUMINUM PAINT 8SW OALV;TI PAINT E60M j LIOWTEAL (0) MC•9I )NOI00 MC-00 OMERIRITE 8696wl XAOMIK6 E41NI LRV 29% LAY 7% 91M KRO MIK* 96m l HI•BILO CHLOAINATEO RUBBER 883NII E. LATEX METAL PRIMER /42N66 UNIVERBALMETAL PRIMER 860N0 ( ( , 1 C CITY Ot DEN'rDN! TEXAS MUNICIPAL BUILDING / DENTON, TEXAS 76201 / TELEPHONE (817) 586.8807 Office of the City Manager i M B M 0 R A N D U M i T0; Chairman and Members of the Airport Advisory Board PROM: Rick Svehla, Deputy City Manager UATHt November 6, 087 SUBJECT; Maverick Case Yesterday, 1 was subpoenaed to the 'Maverick case by Hill Smith, our attorneys, asked that 1 stay as the City's representative during the court proceedings. j 'I It is my understanding that on Wednesday, Prank Strickler and j Otho Henderson were called to the stand by Maverick, Mr. Henderson continued his testimony yesterday morning. After Mr, Henderson was finished testif in the plaintiffs rested, Mr, j t Nichols then called Mr, John Langford and Miss Ginger binkoodie to the stand. At that point, we also rested. The judge was Phillip Vick, lie appeared to be well acquainted f with the iisues and limited the charges to the jury. However, I we did have some difficulties with the way the taxes had been assessed. As late. as Wednesday evening, Louis Nichols did not feel good about our case On Thursday, the testimony went better. The City Attornoy felt, as l did, that we had a 50/50 chance of winnl,ng-, particularly when the judge stipulated or limited the chaNge's to the jury as 1 mentioned earlier. The City Attorney had asked Maverick in the morning if they gtill wanted to calk settlement. They indicated they did not, and she called a Council meeting to discuss the issueb at noon. E Council did confer at noon, They felt that if we could still l negotiate that we should. They were willing to go back to the old contract if we could get concessions on back rent and get i I j 114', 4 t I S t:d 4J ail Airport Advisory Board November 6, 1987 Page 2 stipulations on the taxes, 1,0, they go to tax court, They also asked us to try and see i£ we could get rid of the maintenance, Finally, they asked us to put in a stipulation that would prohibit either one of us from filing a suit until we had formally met, talked and reached an impasse in our discussions. We were about to leave to go back to court when Debra received a call from Maverick indicating they wanted to talk and negotiate with us. Apparently, it was the judge's stipulations ~f. that moved them to want to negotiate. We went back to court and met with Otho. Ho and Debra began the negotiations privately. She was ably to get him to agree to taking all the taxes to tax court; to drop the pending damage suit; and the clause whereby we all agree to discuss Issues before either one of us filed another suit, They also agreed to assume the maintenance, The did reach an ~ impasse on the back fees and rent. 1, _,.long with Bill Smith, was called in to the discussion. There was some discussion earlier °about waiving these fees and rent. I pointed out to Otho that that was the case when we were talking ' pbout a totally new contract that would have raised the rent. j Therefore, Otho agreed to pay the back fees and rent, However, I they indicated to us that they would have problems In doing that in a lump sum and in a short time period, We were able to structure a deal whereby they would agree to ppayy the a proximate $30,000 to $35,000 over a six month period with j minimum payments of $5,000 per month; the first one beginning t bocomber 5, In return for that we were able to got a ! provision that said if, they did not pay the regular monthly a beck payments or the regular fees and rent on time, or within { { fifteen (15) days of due date, we -would not have to send them any kind of remedy letter, i,e. they would forfeit the lease E Immediately. ; j ~ 1 think this covers the worry that we had about Maverick being E able to pay and us being right back in court several months from now, It does put the burden on them, i.e. they have agroed that they will lose the lease if they do not make these payments; and within six months, we will have received all of our back rent and fees so that we will not be any worse for revenue or have lost any at all, One final note, we were a little concerned that we may have Noon a little lenient with Maverick, However, we were able to discuss the issues with the Jury in the corridor outside the court room, They indicated unanimously' that they would have voted or found in favor of Maverick, Since that Is the case, f ~t!i°hYtV iY t jl`4 Cif AV j - G i Airport Advisory Board November G, 1987 Page 3 WO could have had some other liablllties down the road, Therefore, we are raal pleased with the settlement, talk with you further on Tuesday evening as to further details of the we will ioo*.forward to seeing You then. w Deputy City Manager R$rbw 3b91M G ! ll f f Irr f NOW z A't tj CITY of DEWON, rEXAS_ MUNICIPAL BUILDING / DENTON, TEXAS 78201 / TELEPHONE (817)688.8307 Office of the City Manager MRM0 R A N1) UM TO: Members of the Airport Advisory Hoard FROM, Rick Svehla, Deputy City Manager DATE; December 18, 1987 SUBJECT: Status of Payment Due Prom Otho Henderson and Maverick I ! Otho Henderson rind Maverick called Thursday afternoon and asked for a meeting Prida , Attorhey, and 1 attended, Othonadvised &usotlatAtheiraloanCas cla i ssiflod'at the US Bank. As he. understands it,°his loan wis ' now going to be handled by the FDIC. Otho does not know what this means, Hls accounts are frozen, and he said he does not i know when he will be able to make a payment, The Court judgement stated he must make a payment by the 5th of ~ the month and has a 15 day grace period, Diane and I advised him that a decision cannot be made by us only the Council has ! that power, We suggested that if he could not make his r , payment, he should pp ma a some decision, Maverick ad tis d ~t~hatrtheyg willCatremptcto make some kind of payment and provide the City with their proposal' Monday. We continue to pressuro Jesse Forrester who is our number one E choice for the airport manager position,; i have discussed the need tot, him to make a decision. He assured' me he will know ! someth'in" next Monday, I ~ If you hn, any questions, please call, ; ( ck vo a Deputy City Manager RS,bw 3773M 3 ,y q ii p Tr METRO (214) 434 2 5 41 MAVERICK 5 PHONE (8}71387.4125, Me AIRCRAFT -r8o 7620 INC, RT , pfiNTON, 19 February 1988 ROUT AL AIRPO UNIOIQ E 1' M Mrs Rick Svehia City of Denton Municipal Building Denton,Texas 76201 I Dear Mr. Svehla, } f Please Lind attached a aashiers check #1775450 in the amount of 8129328,89 which includes the 85,000,00 settlement payment and 87,328,89 in past rents and fees due after the agreed court ,judgement, Also enclosed is Mavericks check #3686 in the amount of $106,00 for the fire inspection billed to Maverick. E This payment cures the default as sited in your letter dated 20 Jan. 88, f On 20 Dec. 87, Maverick wrote a letter to the City of Dentol. requesting a deferment of January's and February's 85,000,00 per month payments. We have n+aver received a response to this letter axcept your 30 Day Cure Letter of 20 Ban, 88, so I must assume, after the fact, that the city was not willing to do anything to help Maverick through the closing of U.S, Bank and the slow winter months, As part of the agreed court judgement the city agreed not to start any { eviction proceedings prior to first sitting dowM and talkiug to Maverick about the matter. The ciCies failure to respond to Mavericks request for a deferment of payments and then the 30 Day Cure Letter does not seem to me as living up to the intent of the agreed court "judgement. 7 I hope in the, Future the cities attitude towards Maverick changes to we do not have a rapest performance of the last two years, 1 This letter is` also a request for a response to the T-Hanger project i proposal submitted to the Airport Board, We would Appreciate o immediate (f approval, or disapproval of that project, If we fail to receive same, we will honoider it a disapproval and we will arrange a meeting with the eity,pursuant to the agreed judgement, prior to instigating litigation, Sincerely, Othc henderaon Jr, president s 10 ~ ff €3 WrYW DEN70N,TEXAS MUNICIPAL 8UILOING / DENTON, TEXAS 76101 ! TELEPHONE (817) 66fi.8200 Office of City Attorney January 20, 1988 i Mr, otho Henderson Maverick Aircraft Denton Municipal Airport Denton, Texas 76205 REI Breach of Airport Lease Agreement f Dear Mr. Henderson: pursuant to Section Xi, CANCELLATION BY -CITY, of the airport lease agreement between Mavgr C A rcra t, Inc„ and the City of Denton, executed on August 20,`1985, you are hereby placed upon notice to cure the following default by Maverick of its lease agreement, to-wits Section III, RSNULS AND.: F'_SBS1 FailUfa to pay lease rentals in advanoa on or efors the first of each month and failure to pay hangar/tie-down and fuel fees R by the fifteenth of the month following the month such fees were collected and fuel was delivered as required I by the referenced lease provision, II Maverick Aircraft, Inc„ is hereby placed upon notice to correct h' and auto all of the above-referenced defaults within thirty (30) days from the receipt hereof. pursuant to Section XI of its lease agreement with the City. Please be advised that partial compliance herewith or complia lice k after thirty (30) days from the receipt `hereof will not be oonsidered iufficient# In the event Maverick does riot fully comply 'within the specified time period, the city will issue a notice to terminate the lease pursuant to the provisions of our lease agreement, :zinc /POO Rick Sve la Deputy City Manager ASIJW , i' t:l I e t ,CITY PAY y b Eby; 75CDF2D OF PAYMENTS TO CITY OF,.D OM, i'ITO 13198 7/L/86 $775.78 RENT CHECK R n ~ • . ETUR1JtEt> BY C &''.b 11 7/15/86 ROYIALTY CHECK FOR JUNE ACTIVITY,ACCEPTED($9994 4) 6/1/86 $779178 e1jENT;`1 a 8/15/86 #1,811.84 ROYALTY FOR JU!.JY' 9/1/86 $775.79 RENT . 9/15/86 $1,398.$4 ROYALTY FOR A000ST 10/1/86 $775.78 'RENT", 10/15/86 $968.99 ROYALTY FOR SEPTEMBER + 111118.E $775.,79 RENT 11/15/86 $1,'345;74 ROYALTY FOR OCTOBER 12/1/86 $775.78 RENT 1~315/86 $1 330.59 ROYALTY FOR NOVEMBER 1/1/87 $77'3.78 RENT 1/15/87 $1,434.14 ROYALTY FOR DECEMBER 194cs"^"~ 2/1/57 $775.70^ RENT 2/15/37 $979,24 ROYALTY FOR JANUARY 1987 #775.7$ RENT • 3/15/87 $983019 ROYALTY FOR FEBRUARY, } 4/1/87 $775.78 RENT 4/15/67 $1,327,29. ROYAL'T'Y FOR MARCH 5/1/87 $773,78 5/13/87 #1,420,99 "1?!1YALJ~Y'F';, 'Al L 6/1/87 $773,78 R,,,t..•,, f 6/13/87 1973, 39 ';,.TAl~T~Y FQp 1'MY ^'4° 7/1/07 »R!'!VT ti,.. Al`s s. , 7/115/87 $ to 1 2,04 +i 8/1/87 $773,7$ 4~ Ix 9/15/07 $043.60 j~4 TM kw ' 9/1/17 #773,78 9/15/97 $927,20 ~ 10/1/67 #77570 t ,r~~. •',y,?'. , • ~ . . j 10/$5/37 !1,377.90 ROYAL"!Y 141r< r, S!/1/87 $775,76 ` . t~'+~k1~~ ' I.~k,~i s ,r. • , ~ x,.i SUBTOTAL $31j873,24 11/15/07 $14310,4, 12/1/87 $775 H 12/15/67 $114394$ `5 , ;~I.• ;s~,'j~•2/15/88 ,1"`, s 1 ~J TOTAL 020, Oct r sV+ .,4 ; s 1 ' y4 Y ~ I .r•'~1~` rIFJ "i I~L'f • ' . l 1 J ~.T t 1 r ✓ w . i I{ ' . l~, ~ SL li~~i.ia 'l. ~,•<~1'' 7rr^i ~i~ L~r`. I.M~.'~. M 1~ . 4 J (fir CI -fl I h• r a Wi.~'.-±1 rr FV.i .,,,•i irr~~r.'~~n}}i`,f t' " P ($.',YILI Mil If 1IA11H ht.}ti( .~Lfit isR:q` a 1 t r2 ' ~i ~ ry •M0lFli ComPIM~ I~~1 4M4 2 wo" mw wrvkM W u Ohno ~ W+tN w Wt "t Addrw Ir~ tho YiLI~iRN TO" opni M tlN IIrM~I " /H1r ewant MM fed Of6m W" nwr f Wf pd~tm V to Md L n Show to whom t la rttoI 4. Ar*k Otho Henderson Maverick Aircraft Denton Municipal Airport Demon, Texaf 76205 0 Rom mm y Afto ditM *"No of oft*" «ramd , Ism ...r.. x 7. Oft of M'OO" will "I W ~ 4i aA~ t11Fge1Y MYy~ f i 1 if/ f{[~ry~J i 43251 ME1R0 (2141 434'2541 MAVERICK PHpN (81 7138? AIRCRAFT INC eHTON, ?Eb2o5 , 1R 1 MUNICIPAL, AIRPORT 19 Feb 1988 ROU In response tq the City of Dentons cure letter dated 20 January 1988 I have received a cashiers check #171545 in the amount of $120328,84 1 I I I 4 I ffI I ~ i I i 14 1.4 1. X.k.Y~ 1~ l n ~ ~ ^S t7 r+ Ln ro r W. h rt 0 r I i 1.4 Q. i I I , IOW r Ulf F )toe C). , S. 0 ~ ~y g C w f ~ 1 r H f~ \ N, 33~ LV ~ g 1 g ~ D i 1. 1~ -21 . a Y I' f it ~,gTRO (2j41 434 15a1 MAVERICK o5 # FNONR (811138?4325. AIRCRAFT TExas ~b2 CNC, k gENTON, UNICIPAL AIRPORT ROB?E December 20, 1987 Mr, Rick Svehia Assistant City Manager Municipal Building Denton, TX 76201 R Dear Mr. Svehlac First let me thank you and Diane Callander for meeting with Bill Smith and I this past F'riday' to discuss' Maverick's immediate problems related to the closing of US Bank and the departure of our friend and banker Mr, Dan Wright, This letter is in furtherance of that meeting. As we have explained to E you, Maveribk's financial situation has boon such that we were to a great degree dependant from day to day on the assistance and support of US Bank and Mr, + Wright, At the present time, we simply do not know where we stand as a result of the takeover by United National Sank. since Friday, x have met with the bank's new Otomident, Mr, Rob Gentry, and he has informed me that it will take some time for the dust to settle and for the new management to Li assume any position at all regarding Maverick's 4nddbto4nems to the bank, it will probably be mid-aanuar before we can accurately assess our situation, We are told at the moment ; that the bank cannot make any haw loans, cannot grant extensions of loans now due or past due, nor otherwise ' extend' credit to us pending further progress of the takeover, The problem of the bank's changing hands is exacerbated by the fact that we are now coming into a real "deed tlmel' of the year for our business, The winter months are devastating tows in terms of cash flows you are aware, as pert of our settlement of recent litigation with the Oity, we ware to any $5oO , oa per month beginning December 5th, 1987) toward rent and fens withheld during the pendency of the suit, if we are more than fifteen days late on any installment, tht lease' is automatically cancelled, Enclosed herewith in the initial $5000 a0 ~ payment whinh w we have been spite of all our current problems able to scrape up in I ;i r -Y mss, - Mr, Rick Svehla Decembe=r 20, 1987 Page :1k~Cp x am aware that the current rent for December and the fuel and hangar fees for November are also past due. We have deferred paying those to enable us to make the $5,000.00 installment and avoid being turned into a pumpkin at midnight tonight$ The current rent and foes will hopefully be forthcoming within the next few days, Because of the closing of our bank and the anticipAted lean months immediately ahead, Maverick requests that the City consider an amendment to our settlement agreement in the following respects, We request that the installments on back rent and fees which will be duck on Janurary 5th and February 5th, 19880 be deferred until June 5th and July 5th, 1988. This would make our next installment due on March J 5th, 1988, and would give us time to work things out with the now bank or find a different bank to work with And would give us some relief during the winter months. We would certainly be willing to pay the City interest on these deferred installments. f Please accept my assurance that we are not trying to avoid our obligations related to the settlement agreement or in any manner take advantage of the good faith the City has shown in reholVinq our 'differenoes This request is simply a matter of hard numbers and a reflection of the, general state of business and the econorriy coupled with the fortuitous circumstances of loking our bank at the absolute worst time of the year. should you feel that any further information might be helpful regarding this request, or if any further meetings would ausiist you, please lot me know. The City's consideration is deeply appreciated) and I do not say that lightly, Sincerely, 00 P 410000 Otho is Henderson, Jr', dL~/as ( Copies: Ms. Dbbra;Drayavi,toh c Mrs William L. Smith, Jr i Yfi, Kh }rp'/fatatav , . 4i yy f 7 f, , C171ro1 DE'lllrONO TEXAS MUNICIPAL BUILDING / DENTON, TEXAS 78201 / TCLEPNONS(81Y) 600.8307 oflov of the City Mrnaaer March 1, 1988 J { 11I Otho B, Henderson 1 Maverick Aircraft Hie, Route i, Municipal Airport a € I Denton, TX 76205 Dear Otho; Thank you for the checks and the letter on February 19. 1 am sorry I was not in the office on that day, { in reference to the letter, I would like to, clear tip a couple i of points, As 'to your letter of December 20, the Council did discuss this matter,' They felt 'that '.the .judgement should be upheld and that Maverick should abide by the lease, It was'my I understanding that the City Attorney had indicated' that to lour 01 j attorney, It there was some confusion in that, I apologize, and, hopefully, this. letter will clarify it. The Council 1q standingg by the judgement and the lease documents and `expects i` the background' payment by the fifth of each month and the rent and fuel when it is due. Altio in relation to the cure letter we, sent, you on January 20, since we are abiding by the leas6A we felt,we should send you a cure` letter, Obviouslyy, if those conditxotss were not met as stated in the 1`ease, thon the Council would have had to 'make a choice as whether to begin litigation, Alt that olAt, I can assure you, we would hive s.at down with you pa% per the ! settlement agreement that'was reached in No,.,thber, i Finally, in relation' to your request for the or p,xoject, our next scheduled meeting is March. 22, We will have this item on the agenda for discussion, and Joe Thompson or myself will { be 6titacting you shortly to gain ariy other information that we ' need to 'provide to the Board, Onc9 the Board has considered j it, their rocommendation will be taken on to the Council just as noon as possible, "V W"I h i ri Otho E. Henderson March 1, 1988 Wage 2 If we can be of further help or provide answers you with any further Please feel free to contact Joe or myself, Sincer , / c ; Ricfi S4ea D epgty City Manager RS;bw 3902M cc: Debra brayyovitch, City Attorney i Bill Smith, Attorney f , ► I l i ;E Math+vle F`ira ee ' Wit. i G S SF ICE OP TOR OF THE CITY ATTORNEY MEMORANDUM TO. Rick Svehlar Deputy City Managor PROM: Debra A. DrayoVitobe City Attorney suri,rEccr: Maverick V. City of Denton settlement Meeting DATEt June 27r 1988 I though it might., be helpful to summarize the changes requested ll by Hector at Thursday's meeting, which are as follows: 1) To decrease the size of the leased pay the same rental as for the existingi leased about 40 % and that portion to be excluded Lessee will have in nigh of refusal,. However, the right will be limited to meet ~anygother, potential Lest eels offer, 2) To take over the City~s tie-down operations entirely in tat rt exchaage i, or 158 of the tie-down rentals, Lessee, would agree ion of the tie-down area would be released to the City at such timN'the adjacent tract is leased to another F'BU, 3) To pay City 38 of each gallon of puel delivered to the [,esape f (which Is equal to what is being paid presently), A) To pay a I penalty on dater rental' aifter>it is 30 days late ; Instead of 10 (presently, there is no penalty), 5) mo meet yAA circular requirements for fuel, {rather than being requited to carry a nationally known brand which the -present Lease requires). 6) To maintain a mechanic shop rather than a station (game as the present Lease). 7) To delete the maintained, present requirement that a dealership be P,) To allow a security guard to reside on the leased 1 provide 24-Tour security, premises to 9) That the present Lease requirement of oonstructin imyroveroents in 1,979 dollars in order to trigger a 1000 year extension be amended to provide for 1988 dollars, Year t ! ~~i3JJ®®EE . , u; r-r.I Rick Svehla June 27, 1988 Page Two 10) To have some designated parking for the Lessee on the south side of the hangar. 11) To include a force nmajeure clause, 12) To change the proposed Lease requirement that buildings be painted within' 6 months of notice to within 24 months of notice,, with Lessor specifying only the color of paint (The existing Lease does not reference painting) 13) To continue leasing the north hangar. j There were a few `other changes such as deletion of the option I property, rearranging the order of several sections but the above i j baaical.ly cover any item of note. I ` DEBRA Ao RAY V TCN ' . bADljs ' 2967.1 t i { t A h Mr. Otho Henderson Maverick Aircraft Denton Municipal Airport Denton, Texas 76205 RE; Breach of Airport Lease Agreement Dear Mr. Henderson. Pursuant to Section "XI, CANCELLATION BY CITY, of the airport lease agreement between Mayer- ck Aircraft, Inc., and the City of Denton, executed on August 20, 1985, you are hereby placed upon notice to cure the following default by Maverick of its lease agreement, to-wit; 1 ; f %Saction 111, RENTALS AND FEESt Fepiltixc-~n is•a" f failure to pay hangar/tie-down and fuel fees a~ by the fifteenth of the month following the month such fees were collected and fuel was delivered as r u d by the referenced lease provisions JUA Mayo ck Aircraft, lnc,, is ~eraby placed upon noti a to orrec and cure' ell of the above-referenced defaults within thirty (30) days from the receipt` hereof pursuant to Section XI of its leased t Agreement with the City. Q f ; 'lease be advised that partial compliance herewith or compliance , after thirty (30) days from tho receipt hereof will not be considered sufficient, lit the event Maverick does not fltlly comply within the specified time period, the City will issue a notice to terminate the lease- pursuant to the provisions of our lease agreement. Sincerely, Rick 5vehla Deputy City Manager RS:jw 4 { I t I 4 L Are:. . 3140+t-- @S q Mr. Otho Henderson January 201 1988 1 Page Two i i xc; City Attorney Airport Advisory Board Mr. Alan Cawthon, 'resident U. S , Bank 1200 West University Drive Denton, Texas 76201 { 26531 r , { 1 i h I ` ~ I t i r i i r i f i j . 17,77 tj -Ai-!m FILE COPY ~ i I ClTyof OENTON TEXAS MUNICIPAL BUILDING / DENTON, TEXAS 10201 /TELEPHONE fS IT) $80.0307 May 9, 1968 Otho Henderson Maverick Aircraft HAND.DLLIVERBD Denton Municipal Airport Denton, Texas 76205 Res Agreed Judgment Maverick v. Cit of Denton ause o. i Dear Othof ! the Agreed 'Judgment entered on March 9, 1988; in the lawsuit s { Maverick hied against the City provides in Paragraph'6 if the f ull b May, . 5, 988, the ai.d .i n by amount of 32,60].30 is not lease ` between the City and MaVaziak is autbaaati0anal Y 6 nc1988; ' and Maverick agrees o 30o revacato mai4d t owtngra in ® contravention of the the gum V recognizes the t' ~ i terms of the judggmento Because of th3~s, the City lease as cancelled and asks that you vacate the premises, in accordance with the terms of the Judgment, rot later than 300 p.m.) May 160 19880 our Should you have any questions leass advise me as soontAsrp0 sibl• but records are indorz.~at, p Me 11, 19884 We 'stand m~ Wedl56sdsy► Y not latex than 5100 po ready ' p most of the you and your p ior e to sany a tion proc edings i paragraph 4. that may As we intend to 'commence edidtion ` beooms necessary. proceedings in the event you do not vvacate the prlmisen the city Menagor and City representatives are ready, to meet witt you I at SO a,m, Friday, May 13, 198g0 in the city Manager's office ~ or at such other time that is convenient to yoa. i } t 5 i Otho Henderson may 9, 1988 Page Two Although the City Council was scheduled to discuss the proposal set forth in your attorneys letter of May 2, 1988, due to 'these circumstan,.,es, we believe it is not appropriate to respond to this letter at this time. Very truly yours, stick 9vehla I Deputy City Manager RS.,Ja xc: Bill Smith Alan Cawthon 28901 i i i f ! i i i I i j . r 1 Wr'YcpfDEWON, rLrX.48 MUNICIPAL 9UILDINO / DENTON, TEXAS 7620! / TELEPHONE f817) 588.8001 Office of the City Manager April 27, 1988 Mr. Otho Henderson Mavorick Aircraft Denton Municipal Airport Denton, Texas 76205 EE: Breach of Airport Lease Agreement Dear Mr, Henderson. Pursuant to Section XI, CANCELLA'T'ION BY CITY, of the airport lease agreement between Maver c rcra t, Inc and the City of Denton, executed on August 20, 198.5, you are hereby placed upon notice to cure the following default by Maverick of its lease I agreement, to-wit: Section III, RENTALS AND FEES; Failure to pay lease rentals in a vance on or -go-fore the first of each month and failure to ay hatugar/tie-down and fuel fees ( by the fifteenth of the month following the month 'such fees were collected and fuel was delivered as required by the referenced lease provision, ; As of this date,' the City has not received the hanger tie down and fuel fees. that were due on April )S; 1988, Maverick Aircraft lne „ is hereby placed 'upon notice to correct and cure all of t~e above-referenced defaults within thirty (30) days from the receipt hereof pursuant to Section XI of its lease agreement with the City. Please be advised that partial compliance herewith or compliance after thirty -(30) days from the receipt hereof will not be considered _sufficient, In the event Maverick does not fully e comply within the specified time period, the City will issue' a notice to terminate the lease pursuant to the provisions of our lease agreement. ' Sin Y, Rick Svehla Deputy City Manager RS;bw i r aiNfXfny~ J Mr, Qtho Henderson April 27, 1988 Page Two xct City Attorney Airport Advisory Board Mr, Alan Cawthon, President U.S. Bank 1200 West University Drive Denton, Texas 76201 26531 ~ f i i , j f I WINN Qpeq$ ,i:k '7 ii fi I CITY of DENTON, TEXAS MUNICIPAL BUILDING / DENTON, TEXAS 76201 / TELEPHONE (817) $66.8200 Office of City Attorney Jute 8, 1988 Mr, Stephen Reese Attorney at Law 620 W. Hickory Denton, `Texas 76201 HAND-D8I,IVER9b Res Maverick v. City of Denton + ! Dear Mr. Neeses This letter is written in :response to your letter of May 240 1988 and your client, Alan Cawthon s letter of June 1, 1988. The City's attorney, Ron Clark, has advised you by letter and' in € conversations that the Denton City Council has retained.Mr+ Clark j as the City's attorney of record for all purposes concerning the Maverick lawsuit or to any 'other related matters concerning the city's dispute with Maverick. Th6 last two communications you and your client have referred to m6 have been forwarded' to Mr. j Clark for response and 1 would requost that you communicate directly with him on all matters relative to this case.- with the permission of Mr. Clark and as a eourteay'to you, r will respond to the allegations that you and your client have mado concerning the city of Denton, Lj Both of the above-referenoad letters sent to me contain misstatements of facts as related to your client's dealinga with City personnel. You and your client refer to negotiations between and among Maverick Aircraft, United National Hank, and the City of Denton regarding the bank's foreclosure of its liens against Maverick and the City'a apparent willingness to work with the bank towards an amicable resolution of this matter. x`am unaware of making any statements nor am I aware of any statbments by any other city repres,entaAtives that would make your client believe that it should forestall on its apparent right to foreclose on Maverick's livens. it was also`mad# quite altar to all parties involved that any statements made by any City + representatives are not binding on the City ClcuncYil of Denton whose approval ox a lease assignment was and is a prerequisite to any transfer of the lease in question. j I am only aware of two conversations that occurred between your client and City representatives. on one ocoasion, r spoke with Alan Cawthon (returning his telephone call), who asked if the 1 City was going to be cooperative (presumably with the bank), Y responded that the City was prepared to honor the lease and that 'i Wi 4?+r• AJ In ar lprp Tf the City expected the lessee, whomever that was, to do likf~w.lse, Mr. Cawthon then went on to say that the bank did not desire to run a fixed base operation as it would be adverse publicity for them and not advantageous for the City. I agreed. Mr, Cawthon also discussed Dr. `Kristoferson's prospective purchase of the airport lease. I advised your client, as I had Bill smith and Kristofferson himself, that Kristofferson's scheduled meeting with the Airport's Advisory Board was premature unless there was . a concrete proposal for the assignment of the lease, which at that time there was not. I fail to see how that discussion persuaded Cawthon to forestall or forgo invoking legal rights against Maveriok. f~ The other conversation of which i am aware occurred on May 5e { 1988 when Rick. svehla called Mr. Cawthon to inquire whether the j I bank was indeed proceeding to foxeclose on its security interest against maverick, as the City had been advised by Bill smith,; and also to verify the information that had been passed on to Rick that Mavericks lease could be purchased for .25;000. The two i aforemtntioned,conversations could hardly be considered as not operating in good faith with your client. To state that the City cancelled Maverick's lease is also erroneous as Cit considered that lease terminated by operation of aneagreed ' judgment, ~ f i rinally, I take issuo with your client's complaint that the city j never provided- the bank wit.h,a copy of the Aoreed audgment:in I question, We do not feel that it is the City's rosiponsibility to advise your olient as to legal matters that it should certainly be aware of .itself, it is inconceivable that a financial, institution with a considerable economic stake in a lease that has been the focus of protracted litigation would be unaware { enough to protect its interest in ti lease by beinq in r ! possession of public court documents that might affect its interest, The City's representatives were totally unaware that you were not in possession of these documents which affected the bank's security interest. If the bank feels that it forgave a valuable right in not foreclosing on Maverick, that responsibility rests clearly with your client and not with the city. I would again reiterate to you and your client that all discussions or negotiations conoerriing this came be held exclusively with lion Clark and no City personnel. sincerely , Yours, Bnol1 Debra A'. Drsyovit xoj on Clark loyd V. Harrell, City Manager i i S0'4e1 CITY of DENTON TEXAS MUNICIPAL BUILDING / DE'NTON, TEXAS 76201 /TELEPHONE (817) 566,8200 Olflca of City. Attorney August 18, ),?188 Mr. Ronald H. Clark j Henderson Bryant & Wolfe P. 04 Box 239 Sherman, Texas 75090 Res Maveriek vs. ~ City, of Denton f Cause No. 88-1829-D i Dear Ron. Enclosed please find a copy of the list of changes to 'the settlement draft lease. requested by Judd Holt and his clients, Tony 'xil'ey and Jim Huff,, at Tuesday's meeting, I thought you might have a chance to look it over before our meeting, y r Finally as always, rental is still an issue but Riy.e s counter wild j depend on maintenance and other lease terms. I Look forward to saoing you tomorrow. Very truly yours, Debra A, DrayoY.ttch j i DAD: Js xc,- LIZ V. Harrell, City Manager !tick, Svehla, Deputy City Manager Enclosure j 30411 i L 1_ Per>TrJYr{` kl ~}e4 R-~1:.~ Q ~ ~ 1 ' i F CHANGES_TO DRAFT SE~'TLtMENT LEASE PROPbSiD BY TONY RxLEY, ET AL AucusT l6, lgaa l) Ghango fuel flowage fee from 3% to 3~, not to .exceed 5 cents per gallon. 2} Change. requiromer,t in City's counter offer that X175,000 be spent on fee-pr6ducing facilities to requiring X175,000 in capital improvemcrsts. 3) Add authority to have rent-a-cars on the X80. 4) Change requirement that Lessee 'maintain and operate an aircraft repair shop to allow a subsidiary or sublessee' of ~ Lessee to ;operate the shop. Stated reasons to decrease I 4 products liability insurance coats. ~ II 5) peletie requirement fore. oca-premises dealership requiremgr~t. I Nt3i 7'he draft 'lease does ,not require on'-premises desler~ihip :but mez'ely bird-dog arrangement. 6) Reduce l,essee'raresponsibility for maintenance and; repair. boas nod feel its faire. fox pR0 t4,` maintain and repair fuel ? i fur~n, parking area, roof of budding, etc.`. i ~ i i 7).Ob~ccts to open ended insurance requirement. Would rather be rt,quired to carry $5 million liability coverage throughout ~ ft lease germ. ~ ~ 8) Does not wish' CO waive premise defects ae contained in Indemnity Section. I 4)`Does lease allow sublease to avionics shop snd flight school? ~ ~ { Riley prefers toe I NOTE: Prslimirlary aonVersgtione with ~tiCk Svehla indicate problem areas ae Nos.. (1}> (3), (4), (6) and I see a problem with ; Noy (8) and believe No. (S) and (7) wi!. be acoepted. e is i i i i i ~ 1 CITY'S LAST OFFER 1 A. Rant o $1200 - 1988 - 1993 o $1690 1993 - 1998 I o $2600 - 1998 2009 B', $175,000 in fee producing facilities 1 C, Tiodowns $25 per month $5 - north apron $10 south apron RILEY'S COUNTEROFFER A, Accepted $1yr .,000 in capital improvements .1 • $800 1988 - 1993 r C 0 $1200 - 1993 - 1998 (41600 if fuel flow for 199 increases 508 over this year's fuel flow) • $1600 1998 2003 ($2600 if fuel flow for 1998 increases 1004 over this year's fuel flow.) s i • $2600 - 2003 - 2009 ($3,000 if, fuel flow for 2003 ~ 1 increases 1503 over this years fuel flow) ~ C, MS ,~Cenance j Will maintain buildings; wants City to maintain all - paving alid fuel farm, D. Lease Changes ! Wants to allow sublease of flight school, aircraft maintenance shop, , x, Wants to cap Insurance requirements for 1st t five years to $1 million; 2nd five years to $5 i million., Wants to delete dealership requirement. Wants City to maintain 15 tie down spaces o transient aircraft to lease to FBO at $2450 i 4205M ~ /BSI r `c, nw 2394L/082988 i THE STATE OF TEXAS § LEASE AGREEMENT FOR FIXED COUNTY OF DENTON § BASE OPERATION ACTIVITY THIS LEASE entered into this day of , 1988 by and between the City of Denton, hereinafter re errs to as "LESSOR" and Maverick Aircraft, Inc., hereinafter referred to as "LESSEE". WHERr.AS, the airport lease agreement between the City of Denton and Maverick Aircraft, Inc, has resulted in disputes between the parties which has further resulted in litigation, and i ! WHEREAS, the parties resolve and agree to settle these i dif1:0cencea and dispose of the litigation by cancelling the lease heretofore in existence and exeoutingg a new lease and settlement agre6ment for the mutual benefit of the parties, NOW, THEREFORE, I WITNESUTH : The, City of Denton, Texas hereinafter referred to as "City"- and' Maverick Aircraft, Inca, hereinafter referred to as E "Haverick", for and in considerrtion of the dismissal of the lawsuit;'styled, Maverick Aircraft, Inc, vs, Cit of Denton; No. 88-1829-D filed the Denton County District our , Winton, 'texas, of which there are disputed claims between the parties, do hereby mutually agree that the airport lease dated October 1, 1979, between the Cfty of Denton and Aerosmith Denton Corporation,assiggned to Maverick by Order of the Badkruptcy Court on April Y.8, .1984 and the same Lease which was later amended by the mutual consent of the parties on August 21, 1985, and the same lease which was later aiaanded by Agreed Judgment of the Court entered in the case styled Maverick Aircraft, Inc, vs, S;ty of Denton; No, 86-2024-D in the I%Mn` County District Court, r enton, Texas, be hereby voided and the following Lease Agreement I be substituted. NOW, THERk"FORE, in consideration of the mutual undertakings; agreements and covenants hereinafter set forth, the parties hereto agree as follows; ARTICLE I. CONDMONS OF AGREEMENT A. Principles, of 0 rations. The right to conduct aeronautica act v t es oe furn a ing services to the public is I granted the Lessee 'subject to Leases agreeing: IRS 1 1. To furnish said services on a fair, equal and not unjustly discriminatory basis to all users thereof, aand 2. To charge fair, reasonable and not unjustly discrimina- tory prices for each unit or service, provided that the Lessee may be allowed to make reasonable and nondis- criminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. Non-Discrimination, The Lessee for itself, its personal representit ves, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that; 1. No person on the grounds of race, religion, color, sex or national origin shall be excluded from participation E in, denied the bens"fits of, or be otherwise subjected discrimination in the use of said facilities. j 2. in the construction of any im rovements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, religion, color, '`sex, l or national origin shall be excluded from participation f in, denied the benefits of, or otherwise be subjected f to discrimination. f 3. The Lessee) shall use the premises in compliance with all other requirements imposed by or pursuant to Title j ; 44, ;Code of Federal Regulations, Department of Trans- rtatian ' Subtitle A, Office of the 5ecretar , Part 21, Non-discrimination in Federally Assisted `rograma of the beparrment of 'Trans portation-> ffeetual of Title. + VI of the Civil Rights `Act of 1964, and as said I Regulations may be amended, Li I In the event of breach of any of the above non-discriminatory covenants, Lessor shall have the right to terminate the Tease and to reenter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed, including expiration of appeal rights. C. Public Arots, 1, Lossor reserves unto itself, its sucoess,,sv, and assigns - for the use and benefit of the flying public, a right of flight forthe paasagge of airoraft above the surface of the premises described herein, together- with the right to cause in said airspace,such noise as may be MAVLRICK AIRCRAFT, INC,/PAGE 2 , v 4. 1 9SSCH1 inherent in the operation of aircraft now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from, or operating on the Denton Municipal Airport. 2, During time of war or national emergency, Lessor shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the rovisions of this instrument insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. / 3. Lessor reserves the right to take any action it con ( siders necessary to protect the aerial approaches of the airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be ereoted, any building or other structure on or { f adjacent to the airport which, in the opinion of the Lessor, would limit the usefulness or safety of the 1 airport or constitute a hazard to aircraft or to aircraft navigation. ARTICLE 11 PREMISES AND PRIVILEGES For and in consideration of the terms, conditions and covenants of "this "Lease „to be performed by Lessee, all of which' Lessee acoepta, City hereby leases to Lassos and Lessee hereby hires and takces from City certain property (hereinafter celled "leased premises" Exhibit A),- located at the Denton Municipal Airport and certain non-exclusive attendant privileges, uses and rights, as hereinafter specifically set out. A. DESCRIPTION OF PR,EMIU.S DEMISE!?: That the Lessor hereby leases to E he Lessee an t Es Lessee 'd'oes hereby accept and rent from the Lessor that tract of land, together with improvements { situated have on, described as follows: A tract of land consisting of approximately 9.1 acres or a 392,040 square feet as deptote in Exhibit "A", attached hereto maces and bor led herein by reference, and having the following (metes and bounds description to be provided by Lessor within 45 days of the date of execution hereof) j i MAVERICK AIRCRAFT, INC,/PAG8 3 ,-F-. Y1'lf:k'S 'i Lessee will also retain possession of the existing fuel farm, with the right of ingress and egress thereto, which is further described as follows: (metes and bounds description to be provided by Lessor within 45 days of the date of execution hereof) B. USE OF ADDITIONAL PROPERTY: If, during the term of the primary--Tease, eases ec es to construct additional facilities or to expand its operations into the area marked "D" o0 uthe se attached Exhibit A then Lessee shall so notify Lessor, The of and terms of lease of any such space shall be sub,ect to negotiation between he Hparties ow Everenshouldtsome of therisparty leasemakeshala not necessarily apply then bona fide offer to the City to lease a6y of such property, Lessee shall have the right of first refusal to meet the financial and other terms of any such offer includingttt a Cites and consideration offered by such third party to . Lessee must exercise said right within 30 days from the data of j notice by Lessor, with C. TERM; To have and hold the said emises e e thereunto { all improvements, appurtenances, tights, and trig vilegeessee for a belonging or in any wise appertaining, unto term of years, beginningg the date first set out in thin agreement and ending August 30, 2009 (the primary term) unless so terminated on an earlier date finder any other provisions of this Agreement. Lessor shall grant to 'Lessee the ~'igearto ext nfro'raetter of year date this Lease for an additional ten (10) of expiration of said primary tern, if Lessee meets the following requirements: 1. Lessee shall construct capital improvements (improve- ments, constructed by Lessee, which are fixed to the leasehold premises), equal in value to not less than $58033,00, which shall be completed on or before August 31, 1993. 2, Lessee shall construct fixed cappital improvements equal t in value to $58,333,00, which shall be completed on or before August `31, 1998. c 3, Lessee shall construct fixed capital improvements equal in value to $58,333,000 which shall be completed on or before August 31, 2003, 4. Lessee must notify Lessor, in writing,, not later than August 310 2043, of its intent to exercise its rights of extension. MAVERICK AIRCRAFT] INCA/PAGE 4 A 0 4fa lj The rental rate during said extended term for the 91 acre tract shall be not less than the rental rate contained in the lease most recently executed by Lessor prior to May 1, 2009 for property<which is classified as "2" on the attached ma bein exhibit 11B". P, 8 D. USE OF ;PREMISESt Lessee is granted the non-exclusive privilege 'to engage in or provide the following: Lessee is required and is hereby granted the non-exclusive privilege to engage in the business of and provide the services of a full and complete fixed base operator. It is expressly understood and agreed that the non-exclusive right to conduct aeronautical' activities for furnishing services to the public, including the delivery of fuel into aircraft is granted to the Lessee subject to the provisions set forth herein and all applicable ordinances of the City of Denton. Lessee, its tenants and sublessees shall not be authorized to conduct any services not specifically listed in this Agreement. The use of the leased premis6s of Lessee., its tenants or sub- lessees shall be limited as follows; j j 1, The right; and privilege to engage in commercial aviation activities, hereby defined as those activities which involve the sale of aviation services for profit to the 3 general public and shall include: i The maintenance and servicing of aircraft, which right shall include overhauling, rebuilding, repairing, inspection, and licensing of same and Lithe purchase and sale of parts, equipment, And accessories therefor, 2. The sale of aircraft fuels, lubricants, and propellants within the leased area and at such other areas that may be designated by Airport Manager, s 3. The storing of aircraft in hangars or on tiedown areas owned or operated by the Lessees. i 4. The dale of said fuels, lubricants, And propellants shall include the right to use 'vehicles necessary for the servicing of aircraft, 5. The operation of a business of buying, and selling, new and used aircraft, aircraft parts, and ' accessories therefore, and aviation equipment of all descriptions either at retail, wholesale, or as a dealer, MAVERICK AIRCRAFT, INC./PAGE 5 r I4&V tr w b. The operation and sale of aerial survey, photograph, mapping, and spraying services. (However, spraying services shall at all times comply with applicable local state, and national regulations pertaining to aerial spraying,) 7. The operation and sale of air taxi and sightseeing services. 8. The operation of schools for the instruction of the general public in flying, navigation, mechanics, aerial survey, photograpphhy, aircraft design and/or training of the general ppublic n any art, science, craft, or skill pertaining`direatiy or indirectly to aircraft. 9. The operation of-non-scheduled and charter air trans- portation of passengers. 10. The `sale through coin operated vending machines of tobacco, confections, and refreshments and the maintenance on the leased premises of appropriate facilities therefor, 11, The undertaking of any phase of aviation activity for profit related to or in any way contributing to air transportation or aerial navigation, as long as such i activity in no way interferes or hinders any F.A.A. approved navigational aids that may exist now or in the future at the Airport, f 12. The operation of rental oars pursuant to a franchise agreement as required by the Denton City Charter, with ten (10%) percent of the not profits payable to Lessor f on a monthly basis, payable with other fees. j 13. The general use in common with others authorized to do { so of all, public airport facilities and improvements { which are now or may hereafter by connected with or appurtenant to said Airport, except as hereinafter r provided. No person, business or corporation other thip Lessee may operate a commercial,' retail or industrial bustr►ess upon the pre- . ; , mists ofLassos or upon the Airport, without prior written consent from Lessor authorizing such commercial, retail or industrial activity, { Lessee shall be allowed to provide sleeping quarters and other accommodations for use of an around-the-clock .security I guard. This provision shall not be construed to allow family 1 MAVERICK AIRCRAFT, INC./PAGE 6 IV FIT M tt "vnW}a; it f7 s i living on the leased premises, and 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 the Lessee, its tenants, invitees, or guests be permitted to reside or remain, as a resident on or within the leased premises or other airport premises, Lessee shall file with the Airport Manager and keep current its mailing address, telephone number(s) and contacts where he can be reached in an emergency, Lessee shall file with the Airport Manager and keep current a list of its tenants and sublessees. / Lessee shall require its employees and sublessees (and sub- lessee's invitees) to abide by the terms of this Agreement. Lessee agrees it shall promptly correct or remedy any breaches of any rules, regulations, terms, conditions or covenants b its employees Y or ~ sublessees. E. RIGHTS OF MORTGAGEE: Any person, corporation or institu- tion -that ens money to; essee for construction of any hangar, structure, building or improvement and retains a security interest i'u said hangar, structure, building' or improvement shall, upon ~ I default, of Lessees obligations to said mortgagee, have the right to - enter upon, said leased premises and operate or manage said , i ` hangar, structure, building or improvement according to the terms of this Agreement, for a period not to exceed t,xe term of the mortgage with Lessee, or until the loan is 'ppaaid 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 thosEf improvements constructed with funds borrowed from -mortgagee. F. 'RULES REGULATIONS AND RESTRICTIONS: The use of the pre raises a a at a 3A- e n compliance with and subject to any covenants, restrictions and conditions of record pertaining to the use and occupanoy of the leased premises and shall at all r times comply with the laws, coder, ordinances, rules and regula- tions, either, existing or those promulgated in the future, by the City 0~ Denton, the County of Denton, the State of Texas, the united States of America and the Federal Aviation Administration, or their successors. Lessee shall not operate or permit the operation of any transmitter devices, electrical signals pro- ducers, or machinery on the leased premises which could interfere with the electronic aircraft navigation aids or devices located on or off Airport 'property. T~estoo Ahall not be permitted` to engage in Any business or, 'operation on the leased remises which would produce obstructions to visibility or violato height restrictions as set forth by the Federal Aviation Administration MAVERICK AIRCRAFT, INC./PAGE 7 f and/or the City of Denton, Lessee fisrther agrees that at no time during the term of this lease shall any material, fluids, solids or gaseous substances be utilized, stored, disposed of or trans. p be a orted on the leased premises which are considered by Lessor to hazard shall to be the health of activity Permitted on t he general eased premisesahatiiat no produce noxious odors. would G, HEIGHT RESTRICTION AND AIRSPACE PROTECTION- The City of Denton = Denton -Tfu-n 1pa A ri- p`ort 9 re= ;vas unto itsel f, its successors and assigns, for the use an, benefit of the flying public, a right of flight for the 'passage of aircraft above the surface of the premises hereinafter described, together with the 1 right'to cause in said airspace such noise as may be inherent in ~Y f the operation of aircraft now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the Denton Municipal Airport, The Lessee £urter agrees for itself, its successors and assigns to -restrict the, height of structures, 7 objects of. natural growth and other obstructions on the here- inafter described 'premises to any height requirements by the f ordinances of the City of Denton or any applicable Federal Aviation Administration requirements, The Lessee also, agrees for itself, its successors and assigns to prevent any use of the 1 hereinafter described premises which would interfere with lending or taking off of aircraft at the Denton Nun',cipal Airports or i otherwise constitute an s,irport haxad. Lessee hereby forfeits s all claims to aviation rights over the leased premises. H. CONSTRUCTION'ON PREMISES: Lessee shall have the right to construct a concrete ah"n ate` g pad, hangar (s),..concrete ;apron(s),:. i concrete taxiway(s and other improvements necessary for the operation of Lessee's business or approved use of premises; provided however, that Lessee shall submit all construction plans to Lessor forapproval of not lase than thirty construction start-up, Further, Lessee 'herein agrees to obtain all necessary permits as pertaining to all construction on the E leased promises and to construct all improvements in compliance with all applicable construction codes, No construction shall be permitted on the leased promises prior to Lessee's acquisition of appropriate construction ppearmits and approval by Lessor. Failure of Lessee to obtain applicable construction permits and a proval of Lessor, or its designee, prior to the start of any modification on existing improvements or any construction of new improvements on the 1e4st~d premises shall constitute Leeeee's default, of this lease, Lessor; herein reserves the right to establish and enforce architectural standards for construction of now improvements and modifications to existing improvements' on the, leased premises. MAVERICK AIRCRAFT, INC,/PAGE 8 P. a ARTICLE III RENTAL AND FEES A. LAND RENTAL: At the beginning of this term and continuing until Septa-70, 1993, Lessee agrees it shall pay to the Lessor for the use and occupancy of the premises the sum of Eight Hundred ($$00.00) Dollars per month. 1. Commencing October 1, 1993 and continuing through September 30, 1998, Lessee agrees it shall pay to the Lessor the sum of One Thousand Two Hundred ($1,200.00) Dollars per month for the use and occupancy of the premises. However, if Lessee's fuel flowage for the year October 1, 1992 through September 30, 1993 is more than 270,000 gallons, the rental shall be One Thousand Six Hundred ($10600,00) Dollars per month for said perl.od ending September 30, 1998. 2. Commencing October 1, 1998 aad continuing througgh September 30, 2003, Lessee shall pay One Thousand Six Hundred ($1,500.00) Dollars per month for the use and occupancy of the premises. However if Lessee'sfuel flowage for the year commencing October 1, 1997 through , September, 30, 1998, is more than 360,000 gallons, then the monthly rental for said period shall be Two Thousand Six Hundred ($2,600.00) Dollars. i 3. Commencing October 10 2003 and continuing through September, 300 '11.009, Lessee shall pay Two Thousand Six ` Hundred ($2,600.00) Dollars per month except that, if } Lessee's' fuel towage for the year October 1, 2002 { I through September 30, 2003 is more than 4500000 gallons, Lessee shall pay Three Thousand ($3,000.00), Dollar3 per month, 4. For purposes of this section, "fuel flowage" means the amount of fuel, measured in gallons, pumped by Lessee from all fuel facilities. B.'HANGAlkAND TIE-DOWN FEESt Darin the term of this Lease, Leseee eEA-11"ry easnr ten percent '(10) of all hangar and tie- : . down rental :fees collected by the Lessee from customers ranting Leased's hangars or ranting, tie-down facilities on Lessee's { premises each calendar month duringthe term of this Lease. All f rentals and fef)s shall be paid monthly to Lessor on or, before the 15th day of each month during the term of,thia Lease. All such E hangerrentals and feea.shalI be accompanied by records showing the date and location on the Airport where the aircraft was hangared or ` parked and the tail number, or side number, of the aircraft. MAVERICK AIRCRAFT, INC./PAGE 9 I i ! f C. FUEL FggS; During the term of this Lease Lessee shall pay Lessor tree percent (3%) of the wholesale rice gallon of, all fuel delivered to the Lessee, All monthly to Lessor on or before the 15th day 0fe each hamonth ll during be paid the term of this agreement. All such fees shall be accompanied by records showing the time, date, number of gallons delivered and the name of the fuel supplier, D. DELINQUENT PAYMENT/PLACE OF PAYM ENTr Lessee agrees that all montTjly e a an ee payments are ue and payabl o and be paid by Lessee without demand or notice in writing from Lessor Lessee shall provide Lessor a breakdown of the fee monthly. All rental or fee amounts payments b Lessor after more than thirty paid by Lessee and received shall automatically accrue and include days adafter ditional due date amount (penalty) equal to five percent (5%) of the rental or fee amount due. At any time after any rental or fee amount becomes delinquent, the City may notify Lessee in writing of the de'lin-All Lessor at the tict:,made of he eCityrofy Dent n Asha ir I be aide to Route J Box 100, Denton, Texas 76205, unless'Lesseepist notified, in writing, to the contrary by Lessor. 1 I of wg. RECORDS: Lessee shall keep;,and maintain accurate 'Te"-Mel delivered under this agreement, andparkirn And hangar fees collected, for a' period of three 3 ' g date the record is made, Such records shall be kep Hggtto ! generally accepted accounting principles, Lessor or its duly ( authorized representatives shall have the-right `at all reasonable ' times during business hours to ins receipts of Lessee, for the pact the books, records and purpose of verification. i F, ANNUAL STATEMENTr Within sixty each ca en ar (60) days after. the end of statement of fuel deliveriAs, a drn parking L and r hangartifees collected 'durin the preceding calendar year, Lessor reserves the right to auggit said statement and Lessee's books and rsoords including examination of the general ledger ' and l other supporting material, at any reasonable time du ringalbusiness hours, for the purpose of veri'fication# j If the audit establishes the Lessee hake understated or overstated fuel sales b five ► perking fees, or hangar rentale'collected y percent (5%) or more, the entire `expenme of said audit shall be borne by Lessee, Any additional shall forthwith be payment due front Laseae percent paid to.r,sssor, with interest thereon at one (1%) per month from the date such amount 'originally became payable to Lessor, Auy overpayment by'Losses shall be credited against further payments doe to Lessor, may refer the results of the audit for resolution iniaccLordance with Paragraph G (Disputes) below, MAVERICK AIRCRAFT, INC./PAGE 10 Z.. w Y G. DISPUTES; If any dispute arises as to the amount owed from fue-r-7 veries or hangar or parking fees collected, the party disputing the amount and/or fee shall notify the other, in writing within thirty (30) days from the date the dispute arises. Upon notification of the dispute, one-half (1/2) of the amount claimed due to lessor shall be paid forthwith and the dispute shall be submitted to a-panel of three (3) certified public accountants, one to be selected by Lessor, one to be selected by Lessee and the third to be chosen by the `first two , accountants selected. This panel shall, byy majority vote, determine the rights of the parties hereunder in conformity with generally accepted accounting principles. The fees due the accountants for such service shall be paid by the unsuccessful party, or in the event the determination is partially in favor of etch party, the fee shall be borne equally by the parties ARTICLE IV { RIGHTS AND OBLIGATIONS OF LESSEE Lessee is required and is hereby granted the non-exclusive privilege to engage in the business of and provide the services of a full and complete fixed Lase operation at the Airport, subject to the following requirements and obligations and for such consideration, Lessee covenants and agrees to perform or provide the following, as appl l;able: A. REQUIRED SERVICES: 1 Fuel l To have available those grades { aviation a 4Tine, jet fuel and other petroleum eum and octanes of t g products normally found at similar airports, and to prov~de;ramp services including the sale and into-plane delivery' of those aviation fuels, t lubricants and other related aviation productof and°to, provide aircraft guidance and assistance within the areas of the leased premises, at least during daylight hours, sunrise to sunset three hundred sixty-five (365) days per year. Ail fuels shah meet minimum F.A.A. requirements for aviation furls as set out in F.A.A. Circular 5230-40 Aircraft fuel. storage handling and dis nsin , as the same may -'Be revisado, u ate , or, rap ace by t e F*AoA- or the 'United States Government. All fuels which are a nationally known brand shall most the terms of this requirement. All fuels shall be made available `either` by tank truck, stationary pump or other auitable.aqui*ent approved by the Fire Marshal of the City of Denton' and the Airport ManagerD and in , accordance with the provisions of the Fire Cade of the City of Denton, All fueling operations and all fuel facilities owned Or operated by the Lessee shall be in compliance with the Minimum MAVERICK AIRCRAFT, INC,/PAGE 11 1 V Vlf.OVN Dan ( Fueling Standards Ordin~xoleum of s prthe oductsy shall bed posted All in fupricell and other petroleum agrees that it shall locate any public view at all Cimes, for new fuelfuels storage tanks underground and in compliance with all , and Federal codes and regulations- al state applicable loc And Services: To provide ramp servicing of, an atorage and tie-down n Ram including -parking, n or within assistance to, a rcr.a _t, the service, for both based and itinerant aircraft upon three facilities leased CoLedaelight hours, sunriaeetogaunsetby Lesson, at least during ay light hundred and sixty-five (365) days a 3 Re it and Maintenance Facilities To provide for the re it an ma nt:enance o r9aand days. C Lessee agrees fonwith and du ongperate normal a repair s for engine and airframe repair . shop facilities `and equipment and to stare such shop with such per- as are necessary to 'provide reasonable service to Gusto- facilities f than three, with at least one A & P ters, licensed but in nneess aircraft event leas mechanic on prdmisea during normal business At least one of the hours and readily available at randmlicensed by the Federal other' employees hall be approve pursuant ec ons I Aviation 'Agency to Perform the maintenance and inspections the Federal Aviation Agency in and p described by 65, 145 and 91• sublease the Lessor and Leases Agree that Any such sublease must'be - rho on the . Premise s. aircraft repair p ffective, and ' shall contain der to baa or approved by Leaeor in b the sublessee shall rovisions that a default by it services are not Section default by Leas<~e of this Laection, If notwithstanding I provided as required by r Lease. C, such failure shall constitute Lessee s de fault of ; this in forma- 4, Pilot Loll, at To provide a pilot lounge area, an elePhone service 'connec sea Service station tionssunxise gto lsun tional aer ear. anon , at least durfive (365) daylight data a hoursy, set, three hundred and sixty- r engine rovide for the sales of aircraft and normal anruments and accessories at least during r parts and nst and days, business hours 6, Fli ht School: To operate a flight school, for the public in flying and navigat ins ion. IV ices required truction o e general A (Required on tO B.' AUTkIORIZn SERVtCFSS Irauanttito serv to be prov e y - a ss es granted thm ,non exclusi Services) above, Lessee is hereby is not required, to provide the following services privilege, but engage in the following activities: and to MAVERICK AIRCRAFT, INC./PAGE 12 1, Ramp services, including loading and unloading of passengers, baggage, mail and freight, and providing of ramp equipment, aircraft cleaning and other services for persons, firms or air carriers. 2. Special flight services, including but not limited to aerial sight-seeing, aerial advertising, aerial photo- graphy and aerial ambulance operations, 3. Sale of used aircraft. 4. Rental of aircraft. 5. Aircraft charter operations. V It is expressly understood and agreed that those services which are authorized, but not required, shall be subordinate' to those required services listed in Article IV., Section A', above. C, OPERATING STANDARDS: In providing any ,of the required and/or aut or ze serv ces or activities s cified in this Agree- spent, Lessee shall operate for the use and benefit of the public E and shall m:-et or exceed the following standards: 16 nager. Lessee shall select, appoint', and designate I M~a~ to Lessor in writing, a full-time Manager of business ' at the leased 'premises. The manager shall be vested with full power and authority to act in the name of Lessee with respect to the method, manner and conduct f of the operation of the fixed 'base services to be provided under this agreement. The manager, shal). be available during regular business hours and during the manager's absence, a duly authorized subordinate shall be in charge and available during daylight hours, 365 t days a year. 2. Employees. Lessee shall provide, at its sole expense, l the employees necessary to provide effectively and 1 efficiently the services required or authorized in this Agreement. 3. _Rmpto ee Qualifications. Lessee shall control the conduct- demeanor and appearance of its employees, who shall possess such technical qualifications and hold i such certificates of, qualification as may be required I Y, in ca ing out assigned duties. Lessee" shall be respons Is to supervise its employees to assure a high standard of hervice to customers of Lessee. MAVERICK AIRCRAFT, INC./PAGE 13 t i 7'w f t In providing required and/or all SUPPLIERS D, VENDORS AND : authorize ~Ssrvjce osole s discretion, Lessee e vendors held areement the right to except as provided in Article IV. Paragraph A. suppliers, (Fuel). E. CHARGES BY LESSEE: The Losses gr a furnicriminatoryshba all services on a a r, egos , and not unjustly and not to all users thereof, and to charge fair, reasonable, unjustly discriminatory prices- for each unit or service, pro' vided, however, that the Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types ' of price reductions to volume purchasers, ON UNLEASED PREMISES: It Is F. MAINTENANCE OF ;y5 A~RC ee t at no r g t ox privilege has clearly un erstoo rate to prevent any person, firm or would been granted which aircraft on property not covered by this corporation operatinng g any services on aircraft, including but not ~ Leese from performing k limited to maintenance and repair. rasa it f G, UTILITIES '~~S AND FEES: Lessee covenants and ag shall meet a ex noes anc~ payments in connectirivilogos herein remises and the rights ands a manta of: sphhee rant t eed, including,s;but not limited to the timely taxese permit gr levied axes, sermi rentals aanseefeeartand assessmentoalawfvl yities+ authorities' an fees, lie to all lawful, taxing x on all improvements on m rtahe- ininase~ pthe ' f Lessee hem re grty tax P ad v, add p Pe comply with all tax laws as se 1 ated e icas, an ses tax laws or those promu g leased premise, either existing the future. shal K, MAINTENANCE OF LEASED Pc~tl~ :repaiorbofaall oiC ms onl res 'the ( ma ,ntenan s, structures grounds, util- o a es a ng. landscaping, buildingtrash collect on and removal, leased prays Cutiting, alt and paved areas and the fuel farm hies Lessee grace cu for exterior the property together with all improvements, Gasses agrees that the s shall be Maintained a in ohange safet lthe original r oolore ono texture of 1 the the twall$ of all structures or improvements shall I require written consent from Lessor, and such consent shall not be unreasonably withheld r arrangement for Lassies shall pprovide a coa►plaaed a disposal,` away from the saftLt Airportthe , adeq of uate all ra l Cratiry, 8hsarbsto and other r4 fuse caused as , a ` trash, and reoult of the operatiotsc to tforuall ssuch LgarbAttasso* provide and use approved recap MAVERICK AIRCRAFT, INC./PAGE 14 ! s'g5sv k S other refuse. Piling of boxes, cartons, barrels or other similar items in an unattractive or unsafe manner, on or about the demised premises, shall not be permitted. Lessee shall be responsible for maintaining suitable and attractive yard appearance. Lessee covenants to mow the premises in such a manner to ensure that weed or grass growth is never allowed in excess of that allowed by City weed ordinance requirements and agrees to removal of weeds from around fences and buildings. Lessee is encouraged to provide additional landscaping beyond the minimum required by City to assist in enhancing Airport appearance, Lessee herein agrees not to utilize or permit others to utilize areas on the leased promises which are located on the outside of the hangar(s) or building(s) to be used for the 1 storage of wrecked or permanently disabled aircraft, aircraft 1 parts, automobiles, vehicles of any type, or any other equipment or items which would distract from the appearance of the leased E premises, Lessee agrees that at no time shall the leased premisas be used for a flea market type sales operation. During the term of this Lease, the Lessor; shall have the right to require that the metal exterior of hangar(s) or building(s) located on the leased premises be painted at least one (1) time, with said painting of hangars or structures being ? accomplished utilizing Lessor's specifications, a copy of which E is attached hereto as Exhibit "C". Lessor herein agrees to provide Lessee with a two (2) year notice in writing prior, to the required completion date of the painting of the hangar(s) or ' building(s). Lessee herein &$rose to pa all costs and expense involved in the hangar or building painting process, E'ailure of r Lessee to complete, the hangar or building painting period prior i to the required completion date shall constitute Lessee's default under this Lease, 1 Lessee further agrees that upon the expiration of the term_.of this Agreement or sooner cancellation thereof, said premises will II be delivered to Lessor in good condition, reasonable wear and tear excepted,. Lessor reserves the right to make periodic inspection of leased premises and improvements and equipment therein during normal business hours, Lessee shall, at its sole cost and expense, keep and maintain the demised premises and all improvements, additions or alterations thereto, equipment' and landscaping; constructed or installed by "Lessee upon the leased premises, in first-cuss condition, which condition shall at alI times be based on e MAVERICK AIRCRAFT, INC./PAGE 15 71 standard of care reflecting prudent property management, reasonable wear and tear excepted. Lessee agrees to install and maintain within any building, parking and tie-down, and fuel storage areas on or hereafter placed on the leased' premises, such fire equipment and fire extinguishers as maybe required by applicable federal, state and local fire codes and regulations. Lessor agrees to maintain the exterior pavement and asphalt of the leased `premises, Howevert where the Lessor's coat of materials to repair exceeds $2,000.00, Lessee aggrees to reimburse Lessor for one-half the cost of the materials utilized in making such repair, within 30 days of mailing of act invoice. Failure to pay Lessor for such costs shall constitute an event of, default under this Lease. Lessor agrees to maintain and, repair the existing fuel farm. if Lessor is required to replace said farm, Lessee I covenants to use only Lessor's new fuel farm' facilities. e 1., HAZARDOUS ACTIVITIES Should Lessee violate 'auy law, rule, restriction` or regulation of the City of Denton or the Federal Aviation Administration, or should; the Lessee engage in or permit I other persons or agents to engage in activities which could produce j f hazards or obstruction to air navigation, obstruc tions 'to viei- bility or interference with any aircraft navigational aid' station f or device either airborne or on the round, then X,essoi shall state seen violation in writing and ~aliver, written notice to Lessee or Lessea's agent on the leased 'premises, or to the per- sod(s) on the leased premises who are causing said violation(s), on demand d9limandvarthat nS the such warsritten notice, Lessor a hall u hall have the ri ht on cease end dogigt from All such atc responsible for the violation(s) t.ivity creatiog the violation(s), I )n such event, Lessor shall have the sight o demand that cor- d rective action, as zF<4uired, be commenced immediately to restore f the !easm(I premise, into conformance with the particular itso, rule or aeronautical 'regulation being violated, Should Lessee, Lessee's J ' agent, or the person(s) responsible for the violation(s) fail to cease and desist froiu said vlolation(s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty-four (24) hours following writteei notification, then I; } Lessor shall have the right to enter on to the leased.premises and I 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, ARTICLE V INSURANCE AND INDEM$ITY f A. INSURANCE REQUIREMENTS: Beginningg on the effective date of this Lease, essee s iill Saa.ntain continuously in effect at all MAVERICK AIRCRAFT, INC./PAGE 16 !nnCCC777~ ~ j I I times during the primary term of this Agreement and any extension thereof, at Lessee's expense, the following insurance coverages: 1, Comprehensive General Liability Insurance covoring 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 Agreement, 4. Liability insurance limits shall be in the following minimum amounts: Bodily Injury and Property Damage: E $1,000,000 combined single" limits on a per occurr- ence basis. 51 All j policies shall name the City of Denton as an additional named insured and provide for a minimum of { twenty (20)) days written notice to'the City prior to the effective date of any cancellation or lapse of such. E policies. 6. All policies must be approved by the Lessor. 7, The Lessor shall be provided with a copy of all such policies. ( B. Commencing October 1, 1993, 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 comply with any such adjusted insurance requirements as may be required by Lessor within aijity (60) days following receipt of notice in writing from Lessor `stating the increased or adjusted insurance requirements; pprovided however, that any requirements shall be commensurate with insurance requirements at other: public use airports 61milar to the Donton Municipal Airport, in aize and in scope of aviation activities, located in the southwestern region of the United States. For the purpose of this Lease, "the Southwestern region of the United States shall be the states classified as the Southwestern region by the Federal Aviation Administration. Lessee shall have the right to maintain ~ in force bath types of insurance and amounts of insurance' which MAVERICK AIRCRAFT, INC./PAGE 17 i' r.a •tR;:y n i exceed Lessor's minimum insurance requirements, During the period from October 1, 1993 and continuing until September 30, 1998, Lessor may not require Lessee to maintain liability insurance policies of more than $5,0001000,00 combined single limits on a per occurrence basis, In the event that State Law should be amended to require tYpea of, insurance and/or insurance amounts which exceed those of like of 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, minimum specified ! amounts or types of insurance as required by Lessor shall constitute Lesseea default of this Lease, D. INDEMNITY: During all times that this Lease is in th the part eta` agree that Lessee is and shall be deemed tos beeCan independent contractor and operator and not an agent or employee I of City 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 I contained herein shall be deemed or construed to constitute a ! 4~ partnership or joint venture between the parties hereto. r Lessee agrees to indemnify and hold harmless City and its aggents employees, and representatives from and against. all liability for any and all claims, suits, demands, and/or actions arising from or basod upon intentional or negligent acts. or omissions on the part of Lessee its agents, representatives', employees, members, patrons, visLtois, contractors and, subCon- E tractors (if any), 'and/or sublessees, which may arise out of or result from Lessees occupancy or use of the premises, and/or activities conducted in connection with or'indidental to this Lease Agreament, Lessee shall also indemnify City against an and all mechanic's and materialmon's livens or any other types of ! liens `imposed u?on the premises demised hereunder arising as 'a result of Lessee a conduct or activity. This Indemnity provision extends to any and all such claims, suits, demands,, and/or actions regardless of the t relief sought thereby, and whether such relief is in the form of damages, Judgments, and costs and reasonable attorney's fees and ( expenses, or any other legal or equitable form of remedy, This Indemnity Provision shall apply regardless of the nature of the injury or harm alleged, what her for inJury'or death to persons or damage to property, and "whether such claims by alleged at common law, or statutory or constitutional claims, or otherwise, This Indemnity Provision shall apply whether the basis for the claim, MAVERICK AIRCRAFT, INC./PAGE 18 d tt suit, demand, and/or action may be attributable in whole or in part to the Lessee, or to any of its agents, repzesentatives, employees, members, patrons, visitors, contractors, and subcon- tractors (if any), and/or sublessees, or to anyone directly or indirectly employed by any of them, Further, City assumes no responsibility or liability for harm, injury, or anyy damaging everfts which are directly- or indirectly attributable' to premise defects or conditions which may now exist or which may hereafter arise upon the premises,; any and all such defects being exppreaely waived by Lessee. Lessee understands and agrees that this Indemnity Provision shall 'apply to any and all claims, suits, demands, and/or actions based upon or arising from any such claim asserted by or on behalf of Lessee or any of its members, patrons, visitors, agents, employees, 1 contractors and subcontractors (if any), and/or sublessees. f E It is expressly understood and agreed' that the City shall not ba liable or responsible for the negligence of Lessee, its agents, servants, employees and 'customers, Lessee further agrees that it shall at all. times exercise reasonable precautions for the safety of, and shall be solely responsible far. the safer of its agents, repvesen'tatives, employees, members y tors, contractors and subcontractors (if any) ' patrons, vier and other p4lrsona, as well as for the and/or sublessees, equipment and the protection of supplies and further agrees to praomply withosall or othet, persona, Lessee P licable p provisions of Federal, State, and municipal safety laws, regulations, and 3 ordinances, j PROVIDED FtATHER, that the; Lessee and the City each agree to .give the other party prompt and timely, ,notice; of any such claim made or suit instituted which in any wayl directly or indirectly, contingently or otherwise, affecte or might affect the. Lessee or the City. Lessee further agrees that this Indemnity Provision shall be considered as an additional remedy Co City and not An exclusive remedy. ARTI--- C.~ TERMINATION, SUBLETTING AND ASSIGNMENT A. All the terms, restrictions, covenants and conditions of record pertaining to the use and occupancy of the promises are conditions of this Lease and 'failure of the Laesea to comply with any of the terms, conditions, restrictions, covenants and condi- tions of record shall be considered a default, of this Lease, and upon default, the Lessor shall have the "right to invoke any one or all' of the following remedies, Selection of one or more MAVERICK AIRCWT, INC, /PAGE 19 h rrk.,'ra@y 14 1 i Y Key tul :0 i f remedies by Lessor shall not constitute a waiver of any other remedy. B. Should Lessee fail to pay the monthly rental amount or any fee prescribed in Article III hereof, such failure shall constitute a default of this Lease, and Lessor may give written novice to Lessee of Lessee's failure to pay and demand payment in accordance with the Lease terms, Should Lessee fail to pay the monthly rental amount or required fee within twenty (20) days atl itsin ole Coption, of twrittetice from erminate this Lease e without h further ~notice to Lessee. C. In the event that Lessee fails to comply with any of the f terms, conditions, restrictions and covenants pertaining to this ? Lease Agreement then in such event, Leagor may give 'Lessee notice of said breach, and request Lessee to cure or correct the same, I ! Should Lessee fail to correct said violation(s) or breach within E thirty (30)' days following receipt of said notice, then Lessor may at its sole option terminate this Lease without further J notice to Lessee, Should this Lease be terminated by Lessor for failure of Lessee to correct said 'breach or violation within' the thirty (30) day cure time, Lessee shall forfeit all rights to all I improvements on the leased premises and all improvements on the leased premises shall become the property of the Lessor, Do In addition to termination of this Lease for the breach of, terms And conditions herein, the Lessor shall have the right to terminate this Lease for the following reason (s); 1. The Lease has reached the termination date of the original term or any extended term thereof. 2. In the event that Lessee shall file 'a voluntary petition in bankruptcy or proceedings in bankruptcy shall , thereafter be fter is instituted against udicatedbankrupt krupt Lessee pursuant and to s Leseuch proceedings, or any court shall take ch ! Lessee and its assets pursuant to proceedingsc brought I under the provisions of Any Federal, reorganization act. 3. In the event that Lessee should make an assignment of this Lease, for any reason, without the approval of and written consent from Lessor. Upon termination or cancellation of this Lease and provided all monies due Lessor have been paid, Lessee shall have the right to remove its personal' property, provided` such removal doea not cause damage to any part of the hangar, structure or improvements. ` MAVZRICK AIRCRAFT, INC./PAGE 20 r~ kl E, LIEN! The Lessor shall have a lien as security for the rent aloresaid upon all goods, wares, chattels, implements, fixtures, furniture, tools, and other personal property which are or may be put or caused to be put on the demised premises by Lessee, Upon termination of this Lease, Lessee shall remove all personal property from the demised premises within ten (10) days after said termination, If Lessee fails to remove its personal property as agrees Lessor may elect to retain possessl.on of such property or may sell the same and keep the proceeds, `ur may have such property removed at the expense of Lessee, , If Lessor has exercised its option to take title to fixed improvements as provided, Lessee shall repair, at its own } expense, any damage resulting from sat removal of personal property and shall leave the leased prey es in a' neat and clean I condition with all other improvements in place. a F. NO WAIVER: Failure of Lessor to declare this Lease termi- nated upop tH default of Lessee for any of the reasons sat out shall not operate to 'bar, destroy or waive the right of Lessor to cancel this Lease by reason of any subsequent violation of the I' 1 terms hereof. The acceptance of rentals and fees by Lessor for any period or periods after a default of any of the terms, covenants, and conditions heroin contained to be performed, kept a and observed by Lessee shall not be deemed a waiver of any rights on the part of the Lessor to cancel this Agreement for failure by Lessee to so perform* keep,or.observe any of the terms, covenants F or conditions hereof to be performed, kept and observed. G SUBLET OR ASSIGNMENT OF LEASE: Lessee. expressly covenants that it will not assign this ease, convey more than forty4oine pe rcent (49X) of the interest in its business located: on 'the lessed premises, deemed herein to mean the controlling interest in its business, through the sale of stock or otherwise, nor sublet, assign, transfer, nor license the whole or any part of the said premises for any purpose, except for rental of hanger space or tie-down space, without the prior written consent of the Lessor. Lessor agrees that it will not unreasonably withhold its i approval of the.: sale, assignment, or sublease of the facilities for aviation related purposes. In the event that this Lease is assi ned, all provisions, terms and conditions of this Lease } shall remain binding upon assignee or sublessee. H. EFFECT OF CONUEMNATIONs if the whole or any part of the ' leased PrOMLS611 eta l Abe condemned or taken by eminent domain f proceedings by any city, county, state; federal or other auth- ority for any purpose, then the term of this Lease shall cease on the part so taken from the day the possession of that part shall MAVERICK AIRCRAyTs INC./PAGE 21 I~ 01 i be required for any purpose and the rent shall be paid up to that day, and from that day, Lessee shall have the righC to co nt in in the possession of the remainder of the terms herein provided, except that the rent shall ibe sadjusted ttue su;h amount as the o circumstances' shall thef renthereto greater than negotiate; but, under no rental provided for hereunder. All damages awarded for such taking of land for any public purpose shall belong to and be the property of Lessor, All damages awarded for such taking of structures, improvements or businesses that: were constructed by Lessee shall be reflective of their value ror the remainder of the lease term and be awarded to Lessee; the remainder to be awarded to Lessor, 1. ASSLHPTION: All buildings and improvements of whatever nature rema n ng upon the leased premises at the end of the f primary term, or any extension thereof, of this Lease shall I automatically become the property of Lessor' absolutely in fee I without any cost to Lessor. ARTIC~ _ L E VII_ CANCELLATION BY LESSEE Lessee may cancel this, Lease, in whole or part, and terminate' all or any of its obligations hereunder at any time, by, thirty (30) days written notice, upon or after the happening of any, one of the following events., (1) issuance by any court, "o£ preventing I or restraining; the use of said air rt or an for. air' , rt, ~ Y part the covenants purioaes, (2) the breach by Lpe essor ofaa of the or agreements contained herein and the -failure oy f Lessor to remedy such breach for a ppeeriod of ninety (90) days after receipt of a written notice of the` existence of such breach of Lessee to use said premises and facilities continuing abfoifta longer period than ninety (90) days due to any law or any order, rule or regulation of any appropriate governmental authority having jurisdiction over tha 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 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 Leases ma cancel this -Lease as aforesaid, or may elect to continue this Lease under its terms except however that the use of the leased promisesshall not be limited to aviation purposes, their, use being only, limited by such laws ar., ordinances as may bo applicable at that time, MAVERICK AIRCRAFT, INC./PAGE 22 -10 f~ d /I r F I 1 i ARTICLE VIII RIGHTS AND OBLIGATIONS OF LESSO,< A. PUBLIC AREAS; I. 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 the Lessee, and without interference or hindrance, 2, 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 main. tenance of the Airport. I E B. QUIET POSSESSION; Lessor covenants and warrants that, If Lessee sc arges" the obligations herein set forth to to performed by the Lessee, the Lessei shall have and enjoy durilg f the term o this Lease the quiet and undisturbed possession of 1111 the leased premises, together with all appurtenances thereto and without hindrance from the Lessor. C. RIGHT OF EASEMENT: Lessor or Lessor's 'authorized agent shall have the r &ht to establish' easements, at no cost to E Lessee, upon the 'Ieased premises for the purpose of providing f utility services to, from c.r across the Airport; property or for Ole construction of public facilities on the Airport. However, any such easements shall not interfere with Lesseeis use of the leased premise.q and Lessor shall restore the ;property to its I original condition upon the installation of any utility services on, in, over or under any such easement or the conclusion of such construction.' Lessen shall not have the right to levy fees or charges. for any exercised right of easement by Lessor or Lessor's authorized agent. D. INGRESS AND EGRESS: Upon paying the rental hereunder and U , performing a o t e terms, conditions and covenants of this Agreement, Lessor agrees that Lessee a all have the right of ingross'to and agrees from said leased premises for the Leeeee,` its officers, employees, agents, servants, ous,tomers, vendors, suppliers, patrons, and :invitees over such roadway(s) as may be designated for Chat"purpose and the right of egress to and egress from the landing area for airplanes over takiways and aircraft parking ramps provided by Lessov. Said roadway(s), aircraft parking ramps, and `taxiways shall be used jointly with "other tenants on the airport, and Losses shall not interfere with the j rights and privileges of other persons or firms using said facilities and shall be subject to such weight and type use restrictions as Lessor deems necessary. h>AVERICK AIRCRAFT, INC./PAGE 23 okA 8 j * t. i it { E. TIE-DOWNS: Between September 1, 1988 and August 31, 1993, Lessor agrees to reserve fifteen (15) of its present tie-down spaces for the use of transient aircraft, Lessee, at its option, from time to time may rant as many of said tie-down-spaces as are then unoccupied at the rate of $2.50 each per day or $25.00 per month, ARTICLE IX SPECIAL CONDITIONS It is expressly understood and agreed by and between Lessor and Lessee that this Lease Agreement is subject to the following spacial terms and conditions: I A. RbNWAYS AND TAXIWAYS: That because of the present' sixty thousand-p`6use weight bearing capacity of f I the run'v)ay and taxiways' of the Airport Lessee herein agrees to limit all aeronautical activil;y including landing, takeoff 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 runw,ay''~'a:nd designated taxiways on the Airport have been improved, to' handle aircraft of such excessive weigghts. It is fur Cher 1% read that, based on qualified engineer.iris'- att~ f,.'khe;,oeight restrictions and provisions of this clause ma'v be adju1ttdd, up or down; and that the Lessee agrees to abide by any ;such' changes or revisions as such studies may dictate, "Aeronautical 'Attivit ".refarrod to in this clause I shall l.fiolude that activity of the Lessee or, its a ants or i subcontractors, and its customers,: and invitees, but she l not include those activities over,Vtio3 it has no soliciting pa o , r7 unscheduled or emergency controlw such as an ;unsolicik A landing. 'Negligent disregard a~ the ,provisions of this section shall' be sufficient to'cause the imaadiata termination of this the LeiA to be liable for aiy ; entire, Agreement and subject„ damages to the Airport that might result. B, BUILDING LI1F1±3 It is agreed that the life of any building to be constructed by Lasses on the property horein leased is at least twenty-one (21) years,, I ARTICLE X. GENERAL PROVISIONS A. WAIVERS: Failure of either party to complain of any act or omiss„ on on the part of the other party, no matter how long the same may continua,'shall 'not be doomed a waiver of any breach of any of the provisions of this lease or a consent to any subsequent breach of any of the dame or any other provisions. MAVERICK AIRCRAFT, INC./PAGE 24 f I).YI)~-F1 5•ei!PPk .t 1 B. LEASE BINDING ON SUCCESSORS ASSIGNS ETC.: All covenants, agreements, provisions an con tons o s lease "shall be binding upon and inure to the benefit of the respertive parties hereto, that is both Lessor and Lessee Jointly and_s,verallyand/, any their legal representatives, successors or assigns, or any grantee or assignees of the Lessor and Lessee, No modification of this Lease shall be binding upon either party unless it is in writing and signed by both parties, C. .ATTORNEY'S FEES; In any action brought by either' party in which a judgment s awarded iri favor of the party instituting the action for the enforcement of the obligations and conditions of the Lease, that party shall be entitled to recover all coats from the other party, including attorney's fees, involved in the enforcement of this Lease. ' D. PAI2.AGRAPH HEADINGS; The .'headings used herein for each paragraph ere use on-T `for convenience and are not intended to explain the nature of each 'paragraph. i 1V E. PARKING: Lessor reserves the right to restrict and designate par ing areas for all surface vehicles on all areas of } the Denton Municipal Airport. F, SEVERABILITY: If a provision hereof shall be 'finally declared void or llegal 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. 0. FORCE MA.IEURE: It is !understood. and agreed between the parties ere o t a1"Lessee shall be relieved from the performance of any obligation of this lease during such performance 'of such obligation is g impractical or Cimpossibthe le because of revolution, public' disorder, war, whether declared or not acts of public enemies, strikes or other' labor disturbances (unless the same were induced by the negligence or willful act of Lessee, its e.gants, servants, employees or independent contrac. tors), fires, floods, storms, acts of God, orders or acts of any E) government or overnmental authority through no fault of Lessee, or any cause of a like nature through no fault of and beyond the ( control of Lesseo, In any such case, written notice sent b` registered mail shall be given by Lessee to Lessor within ten (14 days after the commencement of such cause advising Lessor of the existence of such cause and of Lessee's readiness to resume performance of such obligation upon the removal or nonexistence of such cause. It is £::rther understood and a read between the parties hereto that Leasor'shall be relieved from the performance of any obligation of this lease during such period- of time as the MAVERICK AIRCRAFT, INC,/PACE 25 ~l ih 6'di ~ 'Rit i48 'iljLA i I { I performance of such obligation is impractical or impossible because of revolution, public disorder, war, whether declared or not acts of public enemies, strikes or other labor disturbances (unless the same were induced by, the negligence or willful acts of Lessor) its agents, servants, employees or independent contractors), fires, floods, storms, acts of God, orders or acts of any government or governmental authority, through no fault of Lessor, or any causes of a like nature through no fault _of and beyond the control of Lessor, In any such case, written notice, sent IT O) mail shall be given by Lessor to Lessee within , ten (10) days after the commencement of such cause advising Lessee of the existence of such cause and of Lessor's" readiness to resume performance of such obligation upon the removal or nonexistence of such cause. H. LEASE APPROVAL: Be it further understood by the Lessee that this Agreement shall not be binding; on either part until such time as approval of Agreement has been secured fr m the Denton City Council. I a I NOPICE: Any notice given by one party to the other in connect ofo with this Agreement shall be in writing and shall, be sent by registered mail, return receipt requested, with postage f and registration fees prepaid: ~M r 1. If to Lessor, addressed to City Manager City of Denton f Denton, Texas 76201 Unless notified to the contrary by Lessor. i 2. If to Lessee, addressed to: Maverick Aircraft Inc. Denton Municipal Lrport Denton, Texas 76205 Noticee shall be deemed to have been received on the date of receipt as shown on the return receipt, J. GOVERNING LAW: This Agreement is to be construed in accordance w i e aws of the State of Texas, K. ENTIRE AGREEMENT. This Agreement constitutes the entire understating between the p&rti,*s and as of its effective data supersedes all prior or independent Agreements between the parties oovering the subject :matter hereof. Any change; or modification hereof shall be in writing signed by both parties. k MAVERICK AIRCRAYTo INC./PAGE 26 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written, CITY OF DENTON, TEXASO LESSOR BY: RAY O MAY5R ATTEST t r ~ TERSO CITY SECRETARY APPROVED AS TO LEGAL FORM: DEBRA.AI)AMI DRAYOVITCHO CITY ATTORNEY i BY: MAVERICK AIRCRAFTt INC., LESSEE i By l 8 'lt °ERESIDMTr' ATTEST MAVERICK AIRCRAFT] INC, MAVERICK AIRCRAFT, INC,/PAGE 27 r r, yf W Y l§ ~ G ~ THE STATE OF TEXAS COUNTY OF DENTON BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared Otho Henderson, President Maverick Aircraft, Inc., known to me to be the person and of officer whose name is subscribed to the foregoingg instrument and acknowledged to me that the same was the act of the said Maverick Aircraft, Inc., a ,corporation of the State of Texas, and that he executed the same as the act of said corporation for the purposes and consideration therein expressed, and i:i the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day Y of 1988. E + j My `commission expires: + THE STATE OF TEXAS y COUNTY OF DENTON BEFORE ME, the underaiggnk, authority, in and for said Countyo Texas, oa this day personall7 appeared Stay Stephen's, Mayor' of the I City of ;Denton, Texas, knawi to as to be the person and officer, whose ntme is subscribed to the `foragoins inattrumont and ackn6v- ; + ledged to ma that the same.was the act of the said City of Denton, 4 Texas, a aunicipal corporation of the State of Texas, and that he executed the same as the act of said municipal corporation for the purposes and consideration therein expressed, acrd in the capacity therein stated.' GIVEN VNDER MY HAND AND SEAL OF OFFICE, this the day of , 1988. NOTARY PUBLICO ST= OF TEMW My Commission expires: MAVERICK AIRCRAFT, INC./PACE 28 5 TAxi*AY 4 •cA AAY r d' E j r Opt j 0.4 \ r0 w d • 41 li I ah. _SS• S~ 4s EXHIBIT "B° fJ 5. The term of the leass, which it an important factor in deter- mining lease rates. The airport administration MUSt determine whether or not a longer term lease at lower rates is desirable for OUtAin types of uses. It must also be roCogni2sd, howtvtr, only in ror uq # 9 t lease for 0 ye~ara, or more Grids ~Zib,s 344/dOolopor may rovift seas farm of inowttivs to malts a larger investment that will ultimately benefit the airport and the oomnmityb a mind tomm Rtes Table 8.2 shows the average gr4vM loss* rates that could be established at Denton Municipal Airport# by land classification. There are also variations possible such as rentals or losses of imPCovedrp~tnp4 06o reimbaveswnts for 'inlrattruatural, imp=v4menft for addi coat facility etm ft reoommWW ed locations f of the land use classilicsticn areas art identified in higure 9.2. I LAUD Y2R'fM'1' Cr IFIw'pdVlu149 , QJIgB Wm sow xm 1 N/11 N/11 II .10 .12 .14 120 ' I11 .08 .10 IV .05 .0, .10 .14 It is stirongli► rrs~oaimended that a competent le"ing or real estate =o the a~ f to be meted at > ~~os pal Mitnaft aM to fuztsr hsz quilrsnp4~ in tllt delt~y o~! 1wM rifts.. 8.i4 N t~ it { s. sr~e r t~ Y • e r Y lee 0000 4 eel L. r f ~ N i "'I N w I I ~d 60 6 Sao I JH e1NfilffMHff• fe•fe•n 0 f ~ I r {F WY's ;t.,.. €t (2j4} 434.2541 *fooo~ µETRO MAVL'RICK P~ON6ES7.4325, AIRCRAFT .TEXAS yezo INC, OENTON, ~.ICIPRPORT ROUTE December 20, 1987 Mr Rick Svehlk Assistant City Manager Municipal Building Denton, TX 76201 I Dear, Mr. Svehla: l First let me thank Firs smith and Y his and Diane Callander for meeting with t immediate Problems relatedato the a osing ofs US BankvandCthe ! departure of our friend and banker _Mr. Don Wright. This [ I~ letter is in furtherance of that meeting, I As we have explained to you, Maverick's financial situation has been such that we were to a great degree dependant from day to day on the assistance and support of US Bank and Wright, At the present time, we simply do not know eMwa 1 stand as a result of the takeover by United NationalwheDan Since Friday, I have mot with the bank's new President, Mr, Rob Gentry, and he has, informed me that it will take some time for the dust to settle and for the new management to j assume any position at all regarding Maverick's indebtedness to the bank. It will probably be raid-January before we can ' accurately assess our situation, we are toad at the moment that the bank cannot make any new loans, cannot grant extensions of loans now due or extend credit to us pending past due, nor 'otherwise further progress of the ' takeover, ~ The problem of the bank's changing hands is exacerbated by the fact that we are now coming into a real "dead time" i the year for our business, The winter 'months are devastating to us in terms of rash flow, r i j As you are aware as part of our settlement of recent i litigation with the city, we were to pay $5,000.00 per month' beginning nocember 5th, 1987, toward rent and Peas Withheld during the pendency of the suit, If we are more than fifteen days late on any installment, the lease is automatically aancolled, Dnolosod herewith is the initial $5 000,00 payment which we have been able to scrape up in spate of all our current problems. l i I r -77 q i " Mr. Rick Svehla December 20, 1987 Page Two 1 am aware that the current rent for Deeembor and the fuel and hangar fees for November are also past due, We have deferred paying these to enable us to make the $5,000,00 installment and avoid being turned into a pumpkin at midnight tonight. The current rent and fees will hopefully be forthcoming within the next few days, Because of the closing of our bank and the anticipated lean months immediately ahead, Maverick requests that the city consider an amendment to our settlement agreement in the following respects, We request that the installments on back rent and fees which will be due on Janurary -5th and 1 February 5th, 19880 be deferred until June 5th and July 5th, 1988. This would make our next installment due on March 5th, 1988, and would give us time to work things out with the new bank or find a different bank to work with and would I give us some relief during the winter months. We would certainly be willing to pay the City interest on these deferred installments, Please accept, my assurance that .we are not trying to avoid our obligations -related to, the settlement agreement or in any manner take advantage of the, good faith the City has shown in resolving our differences, This request is simply a matter of hard numbers and a reflection of the general state of business and the economy coupled with the fortuitous circumstances of losing our bank at the absolute f worst time of the year, Should you feel that any further information might be helpful regarding this request, or if any, further meetings would assist you, please let me know. The City's consideration is deeply appreciated, and r do not say that lightly, sincerely, + otho Z, Henderson, Jr. ( OEH/os E Copiesr Ms. [zebra Drayovitch Mr. William L. Smith, it a E k k Lm E x• f