1998-010
%(+$1$%$1$-"$%.1,
98010
7
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AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecords
Act
Other
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AssignmentandAssumptionAgreement[originalisattached]01/20/98JR
MemorandumofLeaseAgreement[originalisattached]01/25/06JR
AssignmentofleaseholdinterestinAirportLeaseAgreementK
OrdinanceNo.201212106/05/12JR
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT BETWEEN THE CITY OF DENTON AND DON R WINDLE, TO LEASE
CERTAIN PREMISES OF THE MUNICIPAL AIRPORT AND CONSTRUCT AND
MAINTAIN AN AIRCRAFT HANGAR AND RELATED AVIATION FACILITIES
THEREON, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the City Manager ~s authorized to execute a lease agreement between
the C~ty of Denton, Texas and Don R Wmdle to lease certmn premises of the Mumc~pal fiarport
and construct and mamtmn an mrcraft hangar and related avmt~on facilities thereon, under the
terms and condmons contmned w~thm this Agreement, which ~s attached hereto and made a part
hereof
SECTION II That this ordinance shall become effective ~mmedmtely upon its passage
and approval
PASSED AND APPROVED this the 6~)~'~day of~~ , 1998
J~
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APIkt~OVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS.
COUNTY OF DENTON §
'°/}~da of
Tbas lease is made and executed tbas~_~_~_ y ,.~d/~&q/~/ ,1998, at Denton,
Texas, by and between the C~ty of Denton, Texas, a mum¢lpal corporation, hereinafter referred to
as "Lessor," and Don R Wmdle, Ins he,rs, permitted successors and assigns having h~s permanent
mathng address at P O Box 1009, Denton, Texas, 76202-1009, hereinafter referred to as "Lessee"
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the MUmclpal Airport (Airport) in the
C~ty of Denton, County of Denton, State &Texas, and
WHEREAS, Lessee desires to lease certmn premises on said airport and construct and
maintain an aircraft hangar and related awat~on fac~htles thereon, and
NOW, THEREFORE, for and m consideration of the promises and the mutual covenants
contained m flus Agreement, the pames agree as follows
I CONDITIONS OF AGREEMENT
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER
CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION
SHALL BE BINDING
A PRINCIPLES OF OPERATIONS The right to conduct aeronautical actavltles for
furmslung services to the pubhc is granted Lessee subject to Lessee agreeing
1 To furmsh said services on a fair, equal and not unjustly d~senm~natory basis to all
users thereof, and
2 To charge fair, reasonable and not unjustly d~scnmmatow prices for each unit or
service, provided, that Lessee may be allowed to make reasonable and nond~scnnunatory
d~seounts, rebates, or other slmalar types of price redueUons to volume purchasers
B NON-DISCRIMINATION Lessee, for h~mself, his personal representatives,
successors and interests, and assigns, as a part of the consideration hereof, does hereby covenant
and agree as a covenant running with the land that
1 No person on the grounds of race, religion, color, sex, or national ong~n shall be
excluded fi~m parUelpataon m, demed the benefits of, or be otherv~se subjected to dis-
cnmmaUon in the use of smd faclhUes,
2 In the construction of any maprovements on, over, or under such land and the
fumashmgs of sermces thereon, no person on the grounds of race, rehglon, color, sex, or na-
tional ongm shall be excluded from participation m, demed the benefits of, or otherwise be
subjected to chscnrmnaUon,
3 Lessee shall use the prermses in compliance with all other reqmrements tmposed by
or pursuant to Tffie 49, Code of Federal Regulations, Department of Transportation, Subtl-
fie A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of
the Department of Transportation - Effectual of T~tle VI of the Civil l'rights Act of 1964, as
smd Regulations may be amended
C RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT It is clearly understood
by Lessee that no right or privilege has been granted wluch would prevent any person, firm or
corporation operating mmraft on the att'port from performing any services on its own mrcraft with
~ts own regular employees (melndmg, but not hnuted to, maintenance and repair) that ~t may choose
to perform
D NON-EXCLUSIVE RIGHT It is understood and agreed that notlung hereto
contmned shall be construed to grant or anthonze the granting of an exclusive right within the
meamng of T~tle 49 U S C Appendax §1349
E PUBLIC AREAS
1 Lessor reserves the right to further develop or amprove the landing area of the
mrport as it sees fit, regardless of the desires or views of Lessee, and without interference or
hindrance
2 Lessor shall be obligated to mmntam and keep in repmr the landing area of the
airport and all publicly owned facilities of the airport, together with the right to d~rect and
control all activities of Lessee in th~s regard subject to the rights, duties and responsibilities
of the Pames set out hereto
3 Dunng t~me of war or national emergency, Lessor shall have the right to lease the
lanthng area or any part thereof to the Umted States Government for mlhtary or naval use,
and, if such lease is executed, the prowsions of ttus mstrunaent insofar as they are mconsls-
t~t w~th the provlsmns of the lease to the Government, shall be suspended
4 Lessor reserves the right to take any actaon ~t considers necessary to protect the
aerial approaches of the mrport agmnst obstruction, together with the right to prevent Lessee
from erecting, or permitting to be erected, any bmld~ng or other structure on or adjacent to
the mrport whteh, in the oplmon of Lessor, would limit the usefulness or safety of the mr-
port or constitute a hazard to a~mraft or to tureraf~ navigation
WINDLE AIRPORT LEASE- PAGE 2
5 Th~s Lease shall be subordinate to the prowsions of any eyastmg or future agreement
between Lessor and the Umted States or agency thereof, relative to the operation or mainte-
nance of the an'port
Lessor, for and m consideration of the covenants and agreements herein contained, to be kept
by Lessee, does hereby denuse and lease unto Lessee, and Lessee does hereby h~re and take from
Lessor, the followm$ described land s~tuated m Denton County, Texas
A LAND A tract of land, containing approx~nately 14,440 square feet, being 80' x
180', and containing apprommately 0 331 acres, drawn and outlined on Exl~blt "A," and legally
descnbed m Exhibit "B," together w~th a right of first refusal under terms set out hereto to lease the
adjacent and contiguous 18,000 square feet of land, being 100' x 180' and containing approxnnately
0 413 acres of land (the "Contiguous Property") and legally descnbed m Exl~blt "C" and drawn and
outhned ,on Exl~bit "D ' Exhibits A, B, C and D are incorporated hereto by reference The right of
first refusal as to the "Contl~uous Property" shall be on terms set out m VII B hereto
Together w~th the nght of regress and egress to smd property, and the right m common w~th
others so authorized of passage upon the Au-port property generally, subject to reasonable regu~atlons
by the C~ty of Denton and such rights shall extend to Lessee's employees, passengers, patrons and
mwtees For purposes of this agreement, the term "Pren~ses" shall mean all property located w~thm
the metes and bounds descnbed and ~dentd~ed w~tlun Exhibit "B", including leasehold nnprovements
constructed by the Lessee, but not including certain easements or propert~ owned and/or controlled by
the Lessor
B IMPROVEMENTS PROVIDED BY LESSOR NONE There will be no nnprove-
merits prowded by Lessor, except as set forth in Amcle Il D "Access to UUhtmes" below
For the purpose of tlus Agreement, the term "Lessor improvements" shall mean those things on
the leased prenuses belonging to, constructed by, or to be constructed by Lessor, wbach enhances or
increases, or will enhance or merease, the value or quahty of the leased land or property Unless
otherwise noted hereto, all Lessor nnprovements are and will remain the property of Lessor All
Lessor improvements must be descnbed ua detail above, or above referenced and attached to th~s
Agreement m an exbabit approved by Lessor
C E~NTS Lessor and Lessee by mutual agreement may estabhsh, on the lease
prenuses, easements for pubhc access on roads and taxaways
D A CE TO ILIT S Lessor represents that there are water hnes w~th~n 100 feet
and 3-phase electricity lines w~thm 100 feet of the leased prenuses available to "tap-re" by Lessee, and
that the, same are sufl~cient for usual and customary servace on the leased prenuses and that the mrcraf~
tamway roll be extended, ff and as necessary, at Lessee's expense to connect to Lessee's ramp ~n
accordance w~th Lessor's plans and spec~flcauons for tamways
The term of tlus Agreement shall be for a period of 30 years, commencing on the 1~ day of
WINDLE AIRPORT LEASE - PAGE 3
February, 1998, and contmmng through the 31~t day of January, 2028, unless esther terminated
under the prows~ons of the Agreement Lessee shall have the optmn to extend the term of tlus lease
for two (2) successive renewal terms of ten (10) years each The Lessor shall g~ve Lessee one
hundred eighty (180) days written notme of the exp~rataon of the m~tlal lease and, ~f apphcable,
s~m~lar notme of the expiration of the first renewal term Should Lessee desire to exercise e~ther of
the opttons above, then ninety (90) days prior to the expiration of the ~mtlal term and, ~f apphcable,
the first renewal term, Lessee shall complete negotlattons for renewal(s) of th~s lease with Lessor
The rental and terms to be negotmted shall be reasonable and consistent w~th the then value, rentals
and terms of stmflar pmp~ty on the mrport taking ~nto consideration that ~f Lessor and Lessee are
unable to agree to terms for the first renewal term, Lessor must purchase property per VIII C 4
The Lessor shall not unreasonably w~thhold consent or approval for the above referenced renewal
terms
IV PAYMENTS~ RENTALS AND FEES
Lessee covenants and agrees to pay Lessor, as consideration for tlus lease, the follovang
payments, rentals and fees
A LAND RENTAL shall be due and payable in the sum of 15¢ per square foot or Two
Thousand One Hundred S~xty Dollars ($2,160 00) per year, payable m twelve (12) equal monthly
installments m the sum of One Hundred E~ghty Dollars ($180 00) m advance, on or before the first
day of each and every month dunng the term of tins agreement Lessee has the option to pay
annually m advance at elect~on of Lessee The rental for the lmt~al term and the two (2) ten (10)
year renewal periods, if appheable, will be adjusted annually based on the consumer price index
criteria m Section IV D
Notwithstanding the foregoing, the annual lease rental is to be reduced by the product of
15¢ per square foot, as adjusted by the CPI-U referenced m Section IVD, t~mes the number of
square feet compnsmg all easements estabhshed m accordance w~th Article II C
Lessee shall be entitled to a proportaonal refund for any rental prod as reqmred above for
any period of delay m obtatmng approval m the progress of the design and construction of the
hangar authorized herem, m excess of s~xty (60) days from the fihng by Lessee of its (1) plans and
spec~fieataons for the constmchon of Lessee's hangar or (2) appheat~on for a bmldlng permit for
Lessee's hangar, ff the delay in the approval of the apphcable documents ~s not caused by such
plans and spemficat~ons or apphcataon being deficient or fmlure of the Lessee to t~mely correct a
deficiency m the apphcable documents filed w~th the C~ty of Denton by Lessee prowded stud
deficxency ~s ~denttfied specffically to Lessee ~n a t~mely manner
B LESSOR IMPROVEMENTS RENTALS NONE There are no Lessor ~mprove-
ments on the leased premises
C PAY1ViENT~ PENALTY~ ADJUSTMENTS All payments made hereunder by
Lessee shall be made to Lessor at the offices of the F~nance Department of the C~ty of Denton,
Accounts Receivable, 215 E McKlnney, Denton, Texas, unless otherwise designated m writing
by the Lessor All monthly rental payments shall be due and payable on or before the first day of
each month and shall be ptud by Lessee w~thout demand or notme from Lessor All rental
amounts prod by Lessee aider the twentieth (20~) day of the month wdl be delinquent and shall
WINDLE AIRPORT LEASE- PAOE 4
include an addmonal monetary amount (penalty) whach shall equal five percent (5%) of the
rental amount due If payments are not received by the first of the subsequent month, an
adrhtmnal penalty of 1% of the unpaad rental amount will be due A 1% charge will be added on
the first of each subsequent month until unptud rental payment as made Failure to pay the rent or
penalty amounts on dehnquent rent shall constatute an event of default of this Lease
D CPI-U The yearly rental for land and ~mprovements here~n leased shall be
readjusted at the end of each year penod dunng the mltaal term of tins lease, and dunng the renewal
terms after the begannmg rental as agreed to by the pafaes as set forth in Sectaon III, on the basas of
the proportnon that the then current Umted States Consumer Price Index for all urban consumers
(CPI-U) for the Dallas-Fort Worth geograpbacal regaon, as compiled by the U S Department of
Labor, Bureau of Labor Statistics bears to the apphcable index at the executmn oftlus contract The
ong~nal land rental amount is based upon 15¢ per square foot per year for the land here~n leased
Each rental adjustment, af any, shall occur on the 1st day of February, begumang 1999, and every
year thereafter on such date
The adjustments m the yearly rent shall be determined by multaplymg the mnumum yearly
rent as set forth an Sectmn IV A by a ~actaon, the numerator of whach as the andex number for the
last month pnor to the adjustment, and the denonunator of whach as the index number apphcable at
the executnon of the contract If the product of tins multapllcataon as greater than the minimum
yearly rent as set forth m Sectmn IV A, Lessee shall pay fins greater amount as the yearly rent until
the time of the next rental adjustment as called for an flus sectaon If the product oftlus multlphca-
taon as less than the munmum yearly rent as set forth m Sectaon IV A, there shall be no adjustment
m the annual rent at that tame, and Lessee shall pay the mammum yearly rent as set forth m Section
IV A, tmtfl the tame of the next rental adjustment as called for an tins sectmn In no event shall any
rental adjustment called for ~n this section result m an annual rent less than the nummum yearly
rent as set forth m Sectaon IV A The adjustment shall be hmated so that the annual rental payment
determined for any g~ven year shall not exceed the annual rental payment calculated for the
prevaous year by more than ten percent (10%)
If the consumer pnce andex for all urban consumers (CPI-U) for the Dallas-Fort Worth
geographical regaon, as compiled by the U S Department of Labor, Bureau of Labor Stat~stacs, is
discont~nued dunng the term ofttus lease, the remaining rental adjustments called for ~n tins sectmn
shall be made usang the formula set forth m Subsection (a) above, but substatutmg the index
numbers for the Consumer Pnce Index-Seasonally AdJusted U S C~ty Average For All Items For
All Urban Consumers (CPI-U) for the index numbers for the CPI-U apphcable to the Dallas-Fort
Worth g~ographical region If both the CPI-U for the Dallas-Fort Worth geograptucal regaon and
the U S C~ty Average are discontinued dunng the term of thas lease, the remaanmg rental adjust-
ments called for an tins section shall be made using the staUst~cs of the Bureau of Labor Statastacs of
the Umted States Department of Labor that are most nearly comparable to the CPI-U apphcable to
the Dallas-Fort Worth geograpbacal regaon If the Bureau of Labor Statust~cs of the Umted States
Department of Labor ceases to exast or ceases to pubhsh staUsUcs concerning the purehasang power
of the consumer dollar during the term of this lease, the remaamng rental adjustments called for ~n
thas sectton shall be made using the most nearly comparable stat~stlcs published by a recogmzed
financaal authonty selected by Lessor
WINDLE AIRPORT LEASE- PAGE 5
V. RIGHTS AND OBLIGATIONS OF LESSEE
A USE OF LEASED PREMISES Lessee is granted the non-exclusive pnwlege to
engage m or promde the following
1 Hangar Leases and Rental The rental or lease of hangars and hangar space and
related famhttes upon the leased premises
2 Office Space Lease or Rental The rental or lease of office space in or adjounng
Leasee's hangars
3 3drerafl Storalle and Tae Down To provide parlong, storage and tae down servace,
for both Lessee's and itinerant atrerafl upon or wlflun the leased premises
Lessee, tus tenants and subleasees shall not be anthonzed to conduct any servmes not
specffically hsted m flus agreement The use of the lease premases by the tenants or sublessees of
Lessee shall be lumted to only those commemml, retml or industrial actavataes having to do w~th or
related to a~rports and avaataon No person, business or corporation may operate a commercml,
retml or industrial bumness upon the premases of Lessee or upon the A~rport wathout a lease or
bcense from Lessor authonmng such commercml, retml or industrial activity The Lessor shall not
unreasonably wathhold authorization to conduct aeronautacal or related semces Private, personal,
non-commercml or pubhc serwces uses are perrmtted and controlled pursuant to the promslons of
paragraph V A 4 below
4 Up to 30% of ground floor area may be used for office space and storage of non-
avmtton eqmpment by Lessee ffhangar has total Mound floor area ~n excess of4~000 sq fl
Should hangar constructed by Lessee per flus lease have a ground floor area ~n excess of
4,000 sq fl, then this section becomes operataonal It as agreed and understood that the sole
and only commercial, retml, and andusmal actavataes permatted to be conducted by tenants,
sublessess and mdivaduals (other than Lessee personally) on the leased premises are those
winch anvolve mrerafl or directly related avmtaon and support actavat~es as described m
paragraph V A 1,2, and 3 hereof It as further agreed and understood that the primary per-
nutted private or personal uses by Lessee, andamdually, of the ground floor of the leased
premases are those wtuch relate to amat~on and mrcrafl as described generally on paragraph
V A 1,2, and 3 hereof However, at is further agreed and understood that Lessee, lndlmdu-
ally, as spemfically permatted to make addltaonal personal, private, non-commercial secon-
dary use of the interior of the hangar floor area first, for storage ofwatercrafl, trmlers, and
other U S Coast Guard-Auxthary-type eqmpment, chrectly utilized in promdang volunteer
emergency servaees, with such eqmpment being signed, labeled, or beanng placards w~th
msagma mchcat~ng the emergency servme for whach at as utilized (e g U S Coast Guard
Auxflmry, Red Cross, Caxql A~r Patrol, quasa-governmental enttty or etc ), second, for the
storage of eqmpment and/or velucles (wtuch are operational an comphance w~th the Nm-
sance Chapter of the Caty Code and State Law), flurd, on the mezzanane level of the hangar,
the level above the hangar floor area (e g the storage area above the cethng of an office) for
any purpose [It as further understood that the mezzamne square footage shall be excluded
fi:om calculation of the 30% permlssable non aviation space use msade the hangar fac~hty
In adchtaon, mezzamne square footage shall be and is hereby agreed to be excluded from
WINDLE AIRPORT LEASE- PAGE 6
calculation of total hangar square footage an calculating the 4,000 sq ii mlmmum hangar
size requirement for the operation of paragraph V A 4 ] promdlng the following eondattons
and reqmrements are met and mamlauned by Lessee regarding all personal, private, non-
commercial secondary use
a Uses permitted pursuant to paragraph V A 4 are and shall remain secondary to
avialaon and mrcraii storage
b Uses permitted m paragraph V A 4 shall be hm~ted to the ms,de of the braiding
except for necessary regress and egress and shall be located an the portions of the hangar
and m such a manner to screen and hunt regular, ongoing, or eonlanmng Vlslblhty of non-
avlataun related eqmpment from the tamway w~th open hangar doors or fxom a perimeter or
off mrport thoroughfare of street right-of-way
c Under no clmamstances shall non-awation related storage in conjunclaon with
Office Space occupy more than tbarty percent 00%) of the hangar floor area (excluding
mezzamne) and no motor velucles shall be parked outside the hangar except as provtded
trader paragraph XIV or where velucles are parked by a customer or sublessee while an air-
craft stored m the hangar ~s being flown or where vehicles are present for the conduct of
quas~ governmental, pubhc servme actlvllaes or business of Lessee is being transacted
d Uses penmtted under V A 4 do not include any storage or housing of any non-
avmtlon related eqmpment anywhere outside any bmldmg on the leased premises
e Uses permitted under V A 4 do not ~nclude or allow the conduct of any activity
primarily camed on for commercial, retail, or industrial purposes wbach ~s not awat~on or
mreraf~ related Stud uses include only Lessee's ln~hvldual, personal and/or Private uses and
uses m furtherance of Lessee's pamc~pat~on, duties, and respous~btht~es m the U S Coast
Guard Auxiliary, Red Cross, C~wl gar Patrol, quas~-govemmental entity, etc, or a Reserve-
type support, amat~on, and/or surface operations
f Uses penmtted or hmttat~ons ~mposed on Lessee under V A 4 do not restrict,
probab~t, or abridge the scope of uses permitted to Lessee pursuant to V A 1 or 3 or other
prows~ons of tbas lease agreement not discussed specifically m V A 4
g Notlung hereto shall be construed to permit the conduct of any (1) toxic or
hazardous aclavltaes or storage of any such materials on the leased premxses or (2) motor
vebacular repatr (other than emergency repairs of the type generally provided by an entity
contracting w~th TXDOT to remove stranded vehicles f~om a controlled access h~ghway
[e g changing lares, booslang battery, etc ])
B STANDARDS Lessee shall meet or exceed the following standards
1 Address Lessee shall file wath the A~rport Manager and keep current bas maahng
addresses, telephone numbers and contacts where he can be reached an an emergency
2 L~st Lessee shall file w~th the Atrpon Manager witban tbarty (30) days of any
written request and keep current a hst of bas tenants and sublessees
WINDLE AIRPORT LEASE- PAGE 7
3 Conduct Lessee shall contractually reqmre bas employees and sublessees (and
sublessee's mwtees) to abide by the terms oftbas agreement Lessee shall promptly enforce
h~s contractual rights in the event of a default of such covenants
4 Utfl~tleS~ Taxes and Fees Lessee shall meet all expenses and payments in
connection w~th the use of the Prermses and the rights and pnwleges herein granted, in-
cluding the ttmely payment ofut~ht~es, taxes, permit fees, hcense fees and assessments law-
fully levied or assessed
5 Laws Lessee shall comply w~th all current and future federal, state and local laws,
roles and regulations wbach may apply to the conduct of business contemplated, mcludmg
roles, regulations and orchnances promulgated by Lessor, and Lessee shall keep ~n effect
and post m a prominent place all necessary and/or required hcenses or permits
6 Maintenance of Propert7 Lessee shall be responsible for the mmntenance, repmr
and upkeep of all property, bmldmgs, structures and ~mprovements, including the mowing
or elmamat~on of grass and other vegetation on the Premises, and shall keep said Pretmses
neat, clean and m respectable cond~taon, free from any objectionable matter or tbang Lessee
agrees not to utilize or permit others to utthze areas on the leased premises wbach are lo-
cated on the outside of any hangar or bmldmg for the storage of wrecked or permanently
&sabled ~ureraft, aircraft parts, automobiles, vetucles of any type, or any other equipment or
items wbach would &stract from the appearance of the leased premises Lessee agrees that
at no time shall the leased premases be used for a flea market type sales operation
7 Unauthorized use of premises Lessee may not use any of the leased land or
premises for the operation of a motel, hotel, restaurant, private club or bar, apartment house,
or for industrial, cormnerclal or retml purposes, except as authorized here~n
8 Dwellml~s It is expressly understood and agreed that no permanent dwelhng or
dormcfie may be bmlt, moved to or estabhshed on or w~tban the leased premases nor may
lessee, bas tenants, mwtees, or guests be perrmtted to reside or remmn as a resident on or
wathm the leased prenuses or other an'port prermses save and except Lessee may temporar-
Ily reside on the prermses for brief periods (usually less than one week ~n length), ~f neces-
sary, m comphance w~th prowdmg pubhc service duties as may arise ~n fulfillment of the
obhgat~ons referenced m paragraph V A 4 (e g search and rescue, pubhc service or dmaster
rehef parttc~pat~on)
9 Qmt Possession Lessee shall quit possession of all premises leased heretn at the
end of the primary term oftfus lease or any renewal or extension thereof, and dehver up the
premises to Lessor m as good con&t~on as existed when possession was taken by Lessee,
reasonable wear and tear excepted
10. Hold Harmless. Lessee shall indemnify and hold harmless Lessor from and
against all loss and damages, meludbag death, personal lnlu~, loss of property or
other damuges, arising or resulting from the operation of Lessee's business in and
upon the leased prenmes.
WINDLE AIRPORT LEASE- PAGE 8
11 Chenucals Lessee agrees to properly store, collect and dispose of all chemicals and
chcnucal residues, to properly store, confine, collect and dispose of all pmnt, including pmnt
spray m the atmosphere, and pmnt products, and to comply with all Local, State and Federal
regula!Jons governing the storage, handling or disposal of such chemicals and pmnts
12 Hazardous Activities Should Lessee violate any law, rule, restriction or regulation
of the City of Denton or the Federal Aviation Admlmstratlon, or should the Lessee engage
m or permit other persons or agents to engage in activities which could produce hazards or
obstruction to air nawgatlon, obstructions to vislblhty or interference with any aircralt navi-
gational aid station or device, whether airborne or on the ground, then Lessor shall state
such wolation m writing and dehver written notice to Lessee or Lessee's agent on the leased
premases, or to the person(s) on the leased premises who are causing said violation(s), and
upon dehvery of such written notice, Lessor shall have the right to demand that the per-
son(s) responsible for the violation(s) cease and desist fi.om all such activity creating the
v~olation(s) In such event, Lessor shall have the right to demand that corrective actioth as
reqmred, be commenced immediately to restore the leased premises into conformance with
the particular law, rule or aeronautical regulation being violated Should Lessee, Lessee's
agent, or the person(s) responsible for the violation(s) fall to cease and desist fi.om said
violation(s) and to mamedmtely commence correcting the wolat~on(s), and to complete said
corrections w~tlun twenty-four (24) hours following written notfficat~on, then Lessor shall
have the right to enter onto the leased premises and correct the violation(s), and Lessor shall
not be responsible for any damages incurred to any improvements on the leased premises as
a result of the corrective action process
13 Painting of Exterior of Hangar Dunng the original term of thas Lease and dunng
each extension, Lessor shall have the right to require, not more than once every five years,
that the metal exterior of hangar(s) or braidings(s) located on the premises be reviewed by
the garport Adwsory Board for the purpose of detenmmng whether painting of the exteriors
of such bmldlngs or hangars ~s necessary If the An'port Advisory Board determines paint-
lng is necessary, it shall furmsh a recommendation to this effect to the City Council The
Council, may, upon the Board's recommendation, require Lessee to repaint said exteriors
according to Lessor's specifications (to specify color of paint, quality of workmansinp and
the year and month in wbach the hangar(s) or bud&ng(s) are to be painted, if needed) Les-
see shall complete the painting m accordance with such specfficatlons wlttun six (6) months
of receipt of not,ce fi.om Lessor Lessee agrees to pay all costs and expense involved in the
hangar or bmldmg painting process Failure of Lessee to complete the painting required by
Leasor's City Counml wltlun the six (6) month period shall constitute Lessee's default un-
der ttus Lease
C SIGNS During the term of this Agreement, Lessee shall have the right, at its own
expense, to place in or on the lease Prenuses s~gns identifying Lessee Smd signs shall be of a size,
shape and deaign, and at a location or locations, approved by the Lessor and in conformance with
any overall d~rectlonal graptucs or s~gn program estabhshed by Lessor for the .adrport Lessor's
approval shall not be w~thheld unreasonably Said signs shall be maintained ~n good repair
throughout the term of this agreement Notwithstanding any other provlaion of this agreement, smd
signs shall remain the property of Lessee Lessee shall remove, at as expense, all lettering, signs
and placards so erected on the premises at the expiration of the term of flus Agreement or exten-
sions thereof
WINDLE AIRPORT LEASE- PAGE 9
VI. COVENANTS BY LESSOR
Lessor hereby agrees as follows
A PEACEFUL ENJOYMENT That on payment of rent, fees, and performance of the
covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably
hold and enjoy the leased prenuses and all nights and privileges herein granted,
B COMPLIANCE Lessor warrants and represents that m the estabhshment,
eonstruetmn and operation of smd Denton Mumclpal A~rport, that Lessor has heretofore and at flus
time is complying w~th all exlstmg rules, regulations, and criteria &stnbuted by the Federal
Aviation Adnumstrat~on, or any other governmental authority relating to and including, but not
linuted to, noise abatement, mr rights and easements over adjounng end contiguous areas, over-
flight in landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass
or similar cause of eclaon by wrtue of any aerial operations of adjoining property in the course of
normal take-off and landing procedures from smd Denton MUmelpal A~rport, Lessor further
warrants and represents that at all tunes during the term hereof, or any renewal or extension of
same, that it will continue to comply w~th the foregoing
VII. SPECIAL CONDITIONS
It is expressly understood and agreed by and between Lessor and Lessee that flus lease
agreement is subject to the following special terms and conditions
A RUNWAYS AND TAXIWAYS That because of the present sixty thousand
(60,000) pound continuous use weight beanng capacity of the runway and taxiways of the Airport,
Lessee h0rem agrees to limit all aeronautical ectlvlty ineluchng landing, take-off and taxlmg, to
aircraft havmg an actual weight, mchidmg the weight of its fuel, of sixty thousand (60,000) pounds
or less, until such tune that the runway and designated taxiways on the Awport have been improved
to handle an'eratt of such excessive weights It is further agreed that, based on qualified engmeer-
ing stuches, the weight restrictions and pmvmlons of flus clause may be adjusted, up or down, and
that Lessee agrees to abide by any such changes or revisions as such studies may chetate "Aero-
nant~eal Act~wty" referred to m flus clause shall include that activity of the Lessee or its agents or
subeon~aetors, and ~ts customers and mwtees, but shall not mclude those activities over which it
has no soheitory part or control, such as an unsolicited or unscheduled or emergency lanchng A
pattern of negligent chsregard of the provisions of fins section shall be sufficient to eanse the
immediate termination of flus entire Agreement and subject Lessee to hahihty for any damages to
the A~rport that might result
B, RIGHT OF FIRST REFUSAL Should Lessor receive a bona fide offer from a flurd
party to lease the Contiguous Property dunng the term of the Lease, Lessee shall have thn'ty (30)
days from the receipt of written not~ee thereof from Lessor to meet such third party's offer If
Lessee falls to offer an amount to Lessor equal to the amount offered by the third party to lease the
Contiguous Property w~thm such thn'ty (30) day period, the right of first refusal m favor of Lessee
shall expire, and Lessor shall be free to lease the Contiguous Property to the third party
WINDLE AIRPORT LEASE- PAGE 10
VIII. LEASEHOLD IMPROVEMENTS
A REQLqREMENTS Before coamnenclng the constmctaon of any improvements
upon the premises, Lessee shall submit
1 Documentation, specifications, or design work, to be approved by the Lessor, which
shall establish that the amprovements to be built or constructed upon the lease premises are
m conformance with the overall size, shape, color, quality and design, in appearance and
structure of the program established by Lessor on the A~rport
2 All plans and specifications showing the location upon the premises of the proposed
consta'UCtion,
3 The estimated cost of such construction
No construction may commence until Lessor, acting by its City Council, has approved the
plans and specifications and the location of the improvements, the estimated costs of such constmc-
taon and the agreed estimated life of the btuldmg or structure Approval by the City Council shall
not be unreasonably w~thheld, should the Council f0al to deny Lessee's plans and speclficataons
w~than sixty (60) days of submission thereof to the Council, such plans and speelfieataons shall be
deemed approved Documentary evidence of the actual cost of construction on public areas only
(such as taxlways) shall be dehvered by Lessee to Lessors City Manager fi:om tame to tame as such
costs are paid by Lessee, and Lessors City Manager is hereby authorized to endorse upon a copy of
this lease filed w~th the City Secretary of Lessor such actual amounts as he shall have found to have
been poad by Lessee, and the findings of the City Manager when endorsed by ham upon said
contract shall be conclusive upon all pames for all purposes of this agreement
B ADDITIONAL CONSTRUCTION OR IMPROVEMENTS Lessee is hereby
authorized to construct upon the land herein leased, at his own cost and expense, buildings,
hangars, and structures, that Lessor and Lessee mutually agree are necessary for use m eonnectaon
with the operations authorized by thas lease, prowded however, before commencing the construc-
tion of any amprovements upon the premises, Lessee shall submit plans and specifications for
approval by Lessor as specified in Article VIII A, above
C OWNERSHIP OF IMPROVEMENTS All bufldmgs and improvements
constructed upon the prermses by Lessee shall remam the property of Lessee unless soad property
becomes the property of Lessor under the following conditions, terms and provisions
1 Removal of Btuldlngs No building or permanent fixture may be removed fi:om the
premises
2 Assumption All buildings and improvements of whatever nature remaimng upon
the leased prennses at the end of the primary term, or any extension thereof, of flus lease
shall automatically become the property of Lessor absolutely in fee without any cost to Les-
sor
3 Bmldmg Life It is agreed that the life of the building to be constructed by Lessee
on the property herein leased is forty (40) years
WINDLE AIRPORT LEASE - PAGE l 1
4 Cancellation Should fins lease be cancelled for any reason before the end of the
forty (40) year expected building hfe, ~t ~s expressly understood and agreed that Lessor re-
serves the right to purchase all bmkhngs, structures and ~mprovements then ex~stmg upon
the premises by tendering to Lessee one fortieth (1/40) of the undeprecaated value of such
building for each year remaining on the agreed hfe of such bmld~ng The undeprec~ated
value of all tmprovements is to be determined by haxang such ~mprovements appraised by
three appraisers, one appointed by Lessor, one appointed by Lessee and one appointed by
tho two appraisers
IX. SUBROGATION OF MORTGAGEE
A Any person, corporation or restitution that lends money to Lessee for purchase,
construction or improvement of any hangar, structure, building or improvement on the leased
premises and re~ns a security interest m said hangar, structure, bmld~ng or nnprovement shall,
upon default of Lessee's obhgations to s/nd mortgagee, have the right to enter upon smd leased
premases and operate or manage said hangar, structure, building or ~mprovement accordang to the
terms of tbs Agreement, for a period not to exceed the term of the mortgage w~th Lessee, or until
the loan ~s pa~d m full, wbachever comes first, but m no event longer than the term ofth~s lease It
~s expressly understood and agreed that the right of the mortgagee referred to hereto IS hmated and
restricted to those improvements constructed with funds borrowed from mortgagee or purchase
money fumashed for the acqms~tion of same
B Lessee shall have the right to place a fu-st mortgage hen upon ~ts leasehold ~n an
amount not to exceed e~ghty percent (80%) of the construction cost or current market value of the
leasehold lmpwvements
C Lender's dutaes and rights are as follows
1 The Lender shall have the right, ~n case of default, to assume the rights and
obhgatlons of Lessee hereto and become a substituted Lessee, w~th the further right to as-
s~gn the Lessee's ~nterest to a thrd party, subject to approval of the Lessor, such approval to
not be unreasonably w~thheld or delayed Lender's obhgatlons under tbs Lease as substi-
tuted Lessee shall cease upon assignment to a tlurd party and approval by the Lessor
2 As a condition precedent to the exercise of the right granted to Lender by this
p~ragraph, Lender shall notify the Lessor of all action taken by ~t m the event payments on
such loans shall become delinquent Lender shall also not~fy the Lessor, in writing, of any
change ~n the ~dent~ty or address of the Lender
3 All not~ees of default, as well as all notices reqtured by Amcle XIII here~n
(Cancellatiun by Lessor) to be g~ven by the Lessor to Lessee shall also be gaven by the Les-
sor to Lender at the same tune and m the same manner, provided the Lessor has been fur-
rushed with written not,ce of Lender's interest and ~ts address Such notice shall be g~ven to
the C~ty Secretary and the A~rport Manager Upon receipt of such not,ce, Lender shall have
the same rights as Lessee to correct any default
WINDLE AIRPORT LEASE- PAGE 12
X. RIGHT OF EASEMENT
Lessor shall have the right to establish easements, at no cost to Lessee, upon the leased
ground space for the purpose of providing underground utdlty sermces to, from or across the turport
property or for the construction of pubhc facthtles on the Airport However, any such easements
shall not interfere w~th Lessee's use of the leased premises and Lessor shall restore the property to
original condition upon the installation of any utlhty services on, m, over or under any such
easement or the conclusion of such construction Construction ~n or at the easement shall be
completed w~ttun a reasonable time
XI. ASSIGNMENT OF LEASE
1 Lessee expressly covenants that ~t wall not assign tlus lease, convey more than ten
percent (10%) of the interest in his bus~neas, through the sale of stock or otherwise, transfer,
hcense, nor sublet the whole or any part of the stud premises for any purpose, except for rental of
hangar space for the storage of atrcrat~ or t~e-down space, without the written consent of Lessor
Lessor agrees that ~t w~ll not unreasonably w~thhold ~ts approval of such sale, sublease, transfer,
license, or aas~gnment of the facfl~tles for the an'port related purposes The provisions oftlus lease
shall remain binding upon the assignees, tenants and sublessees, if any, of Lessee Lessee shall be
responsible for the observance by ~ts tenants, sublessees and assignees of the terms and conditions
of this lease In the event that the Lessor determines that a sublessee or assignee is operating a non-
aviation related business or ~s operating an awation related business without complying with the
mlmmum standards apphcable thereto, the sublease or assignment may be terminated in the manner
as prowded by Amcle XIII here~n for leases
2 It ~s agreed and understood that the named Lessee herein may desire to transfer or
assign Lessee's interest hereto to personally owned or family owned entlt~es or enterprises
Accordingly, Lessor consents and agrees that the following ent~ties shall be permitted assignees at
the elect~on of Lessee without further permission of Lessor
Wmdle and Wlndle Investments, Inc
Wmdle Family Partners, LTD
XII. INSURANCE
A REQUIRED INSURANCE Lessee shall mtunttun continuously m effect at all
times dunng the term oftlus agreement, at Lessee's expense, the following insurance coverage
1 Comprehensive general hablhty covenng the leased premises, the Lessee or its
company, ~ts personnel, and ~ts operations on the turport
2 Aircraft hablhty to cover all fl~ght operations of Lessee
3 Fire and extended coverage for replacement value for all facilities used by the
Lessee e~ther as a part of ttus agreement or erected by the Lessee subsequent to th~s agree-
ment
WINDLE AIRPORT LEASE- PAGE 13
4 Liability insurance hnuts shall be m the following minimum amounts
Bodily Injury and Property Damage One Million Dollars ($1,000,000) combined
single hnuts on a per occurrence basis
5 All pohcles shall name the City of Denton as an additional named insured and
pmwde for a mmlmum of tlurty (30) days written notice to the City pnor to the effective
date of any cancellation or lapse of such pohcy
6 All policies must be approved by the Lessor
7 The Lessor shall be proxaded with a copy of all such policies and renewal certifi-
cates
Dunng the term of tins lease, Lessor herein reserves the right to adjust or increase the
habflaty insurance amounts required of the Lessee, and to reqmre any additional rider, provisions, or
certificates of msuranee, and Lessee hereby agrees to provide any such insurance requtrements as
may be required by Lessor, provided however, that any requirements shall be commensurate with
msurance reqmraments at other public use airports similar to the Denton Mumcipal Atrport in size
and m scope of aviation activities, located in the southwestern region of the Umted States Lessee
herein agrees to comply w~th all mcreased or adjusted insurance requirements that may be reqmred
by the LeSsor throughout the original or extended term of tins lease, including types of insurance
and monetary amounts or hunts of insurance, and to comply with smd insurance requirements
within ninety (90) days following the receipt of a notice in writing fi.om Lessor stating the increased
or adjusted msurance requtrements Lessee shall have the right to mamtaln in force both types of
msurance and amounts of insurance winch exceed Lessors mimmum insurance reqmrements
In the event that State law should be amended to reqmre types of insurance and/or insurance
amounts winch exceed those of lhke or similar pubhc use mrports m the southwestern region of the
Umted States of America, then in such event, Lessor shall have the right to require that Lessee
mmnttun m force types of insurance and/or amount of insurance as specified by State law
Failure of Lessee to comply with the mlmmum specified amounts or types of insurance as
required by Lessor shall constitute Lessee's default of tins Lease
XIII. CANCELLATION BY LESSOR
In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in
bankruptcy shall be instituted agamst it and Lessee thereafter is adjudicated bankrupt pursuant to
such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceed-
ings brought under the provisions of any Federal reorgamzatlon act, or Lessee shall be divested of
its estate herein by other operatton of law, or Lessee shall fail to perform, keep and observe any of
the terms, covenants, or conditions herem contamed, or on 1ts part to be performed, the Lessor may
give Lessee written nolace to correct such condition or cure such default and, If any condition or
default shall continue for sixty (60) days after the receipt of such notice by Lessee, then Lessor may
termmate tins lease by written notice to Lessee, subject to any required approval by any court of
competent j urlsdictaon In the event of default, Lessor has the right to purchase any or all structures
on the leased premises under the prowslons of Section VIII Paragraph C 4 (Cancellation) hereof
WINDLE AIRPORT LEASE- PAGE 14
XIV CANCELLATION BY LESSEE
Lessee may cancel ttus Agreement, in whole or part, and termanate all or any of ats
obhgataons hereunder at any time, by thmy (30) days written not~ee, upon or after the happemg of
any one of the following events (1) assuanee by any court of competent juns~hct~on of a permanent
injunction an any way preventing or restrmmng the use of smd airport or any part thereof for anloort
purposes, (2) the breach by Lessor of any of the covenants or agreements contmned herein and the
fmlure of Lessor to remedy such breach for a period of mnety (90) days after receipt of a written
notice of the existence of such breach, (3) the inability of Lessee to use smd premises and famhtaes
continuing for a longer period than mnety (90) days due to any law or any order, role or regulation
of any appropriate governmental authority having jurisdiction over the operataons of Lessor or due
to war, earthquake or other casualty, or (4) the assumption or recapture by the Umted States
Government, or any authorized agency thereof, of the mmntenance and operation of smd mrport and
facilities or any substantml part or parts thereof
Upon the happemng of any of the four events lasted m the preceding paragraph, such that
the leased premases cannot be used for aviation purposes, then the Lessee may cancel this lease as
aforesmd, or may elect to continue fins lease under ats terms, except, however, that the use of the
leased premases shall not be hmlted to primarily aviation proposes, their use being only limited by
such laws and orrhnances as may be apphcable at that time
XV. MISCELLANEOUS PROVISIONS
A ENTIRE AGREEMENT Thts Agreement constitutes the entire understanding
between the partaes and as of ars effective date supersedes all prior or independent Agreements
between the part,es eovenng the subject matter hereef Any change or modfficat~on hereof shall be
m writing s~gned by both partaes
B BINDING EFFECT All covenants, stipulations and agreements hereto shall extend
to, band and inure to the benefit of the legal representatives, successors and assigns of the respeetave
part,es hereto
C SEVERABILITY If a provasmn hereof shall be finally declared void or illegal by
any court or adm~mstratlve agency hawng jurisdiction, the entire Agreement shall not be voad, but
the remmmg prov~mons shall continue an effect as nearly as possable m accordance w~th the
original intent of the partaes
D NOTICE Any notaee gaven by one party to the other m counect~on wath this
agreement shall be m writing and shall be sent by certffied mml, return receipt requested, w~th
postage and eertffieatmn fees prepaid as follows
1 If to Lessor, addressed to
Caty Manager
C~ty of Denton
215 E Mel~hnney
Denton, Texas 76201
WINDLE AIRPORT LEASE- PAGE 15
Don R Wmdle
P O Box 1009
Denton, Texas 76202-1009
Notices shall be deemed to have been received on the date of recetpt as shown on the remm
receipt
E HEADINGS The headings used an tins Agreemem are ~ntended for convemence of
reference only and do not define or hrmt the scope or meaning of any prov~s~on ofth~s Agreement
F GOVERNING LAW Tins Agreemem ~s to be construed m accordance w~th the laws
of the State of Texas
MEDIATION The parttes may agree to settle any d~sputes under tins lease by
subnattmg the dtspute to medmt~on or other means of alternate d~spute resolution No mediation or
alternate dtspute resolution, arising out of or relating to Article V A. of tins lease, ~nvolvmg one party's
d~sagreemant may include the other party to the dmgreement w~thout the other's approval
H NO WAIVER No wmver by Lessor or Lessee of any default or breach of a covenant
or term of tins lease may be treated as a waiver of any subsequent default or breach of the same or any
other covenant or term of tins Agreement
I INDEPENDENT CONTRACTOR During all t~mes that tins Lease ~s ~n effect, the
part~es agree that Lessee ~s and shall be deemed to be an independent contractor and operator and not
an agent or employee of the Lessor w~th respect to their acts or onuss~ons hereunder For all the
purposes hereunder, Lessee ~s and shall be deemed an tndependent contractor and ~t ~s mutually agreed
that nothing contained hereto shall be deemed or construed to constitute a partnersinp or joint venture
between the pames hereto
IN WITNESS WHEREOF, the part~es have executed tins Agreement as of the day and year
first above written
tTED BENAVIDES, CITY MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
WINDLE AIRPORT LEASE- PAGE 16
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
STATE OF TEXAS §
COUNTY OF DENTON §
TI-ns instrument was acknowledged before me on the ~ day of ~
19 0['~ by Don R W~ndle
[ x~..~ Corem Expires 3-2.200'1 I Notary Pubhc, State of Texas
WINDLE A1KPORT LEASE- PAGE 17
01/14/i998 i4 40 9404823680 KERN SURVEYING INC PAGE 03
SPARTAN DRIVE so' ACCEl;S, DRAINAGE ~ UTILITY ESMT
~ ~ Exhlbtt A ~ ~
01/14/1998 14 48 ~404823580 KERN SURVEYING INO PAGE 02
EXHIBIT
FIELD NOTE8 to stl that .ertoin tract of hand situated In the WIIIlem Nell Suwey, Abatreot ! lumber 970 In the
oily and CountyofDenfen, Teoe~and bstrg e pelt of Let 1 Block 1 ofthe $outheaet.Nrpoft A dltinn, an addition
in the CEy ofDant~. ~ County, Te~aa, eocordlng to the I=lat thereof recorded In Cab :et G Page 295 of
the Plat Records of Denton County, Texan, the eubJe~t trect being more parOculerly deeod x~l .~ followe,
Cemmenolrlg at the mmJt Westerly SOtlttWv~t Comer of ~ald Lot I Block 1,
THENCE North 011 Degme~ 30 I~lUflm 2t 8eoonde Eaet with the West line thereof · dlstan~ of 1067 51 feet
to.
comer0
,0 ond. o,,.
for the ~o~hw~t Comer of the he~-~ (Jei~lbed beet in the ~ line of · 130 feet tmdway, (~ainage end utility
THENCE No~ 01 Degree~ 23 MInutee 50 ~e4;(;#1¢l$ Eest e G~ilce of 180 00 feat to e t~apl~ed iron red eat for
the Nofthweet Comer of the herein described tract In the South line of a 60 feet ancona, d~stnage and u~llty
THENCE ~ 8~ Deome~ 30 Mlnldm110 SecondtJ East with 1he South line thereof · dil~nca of 80 00 feet
to ii ~aF~nd Iron rod set for the Nerthemlt Comer of the herein deeonbed tract at · turn In~e last mentioned
TI'I~NCE SQuib 01 Oagre~ 2~ IV~t~ee ~0 ~ Went continuing now ,Mth the Went IIf~,k)f ~ eaeement
o dlstmlOe of 1110 00 fe~ to o caF)pod Iro~ rod ant for the Southeaet Comer of the herein deq~cdbed 1mot In tho
Nodh fine of etald 130 foot eaeement;
THIB%~E North ~ Dw~rgell 3S Minl~t~ 10 Soconde Weet with estd North line a distance ~ 80 00 feet to tho
Pi. AGE OF BEOINNII~I and encloaing 14,440 equate feet of land
F-XHIBIT
FIELD NOTE& to MI that oeltxdn tract of lend eituatod In the Wllflam Neff Survey, Al~trect !~ timber 970 In Ute
dWand Coullty ofDelltm, T~and bstng · laert Of LOt 1 91o~1 ofthe Southeast ~N~lx~rt,N ~lgQn, an add,#on
in ~e C~y of Derlbm, Deeterl County, Text, s.~,~,'ding to the Plat thereof re~orded in Cebi ~t.(3 Page 296 of
the Plat Reeorde of Denton County, Texas; the eub]est tm~t being mom partinularly deser ~ aa felinwa,
Commencing at the remit Westedy ~outhwe~t Corner of saki Lot I Block 1,
THENCE N~dh ~ Deg~eee 39 Mnutes 21 8e=onds E~ with the West line thereof a dMa, ,d~ of 1 ~7 51 feet
to · comer,
THENCE ~uth 61~ ~ree~ 39 Minutoe 10 8econd~ B~t · dlMance of 696 84 feet to · ~ Iron rod set
for tho ~ou~weet Comer oftbe herein de~a~d M in the No~t fine of; 1 39 feot to~, all,linage end utility
the Norb'wveat Corner of the herein deeodbed trent In the South line of a 60 ~ ame~, d~lnage and ullllty
ea~mei~,
THENC.~. ~ 8~ Degreem 39 Minub~ 10 ~ Eaet w(4fl the South line thereof a dlsta ,n~e of 100 00 feet
to · capped,Iron rod get for Ute Norlheast Comer of the herein deecfthed tTact;
THENCE ~outh 01 Dagreea 23 Minuto~ $0 ~e~ond~ West · distance of 160 00 feet to a ,et~k~ed iron rod set
for the ~outheaat Comer of the herein clascdbed trent In the North line of estd t39 foot eae,~ment,
THENCE N0dlt 88 Oe0fe~ 3(! I~nute~ ¶ 0 8e~ende We~ vath sstd Norlh line e diakance of ~100 00 feet to the
PLACE OF '9~iNNiNG and en~in~hlg 18,0Q0 ~:ltlare feet of land
The~ Plaid NCt~ with tho accomRanVing eket~h were prepared from en on-the-0mund st~rvey mede under
my dire~lon end eui~ai~ on Jenuery 9, 199}' There ere no vistbla or epparent
eaeemonto except ee ehown
Thl~ suJ~y w~ ~eimared without the benefit of · tiUe binder or echeclule B
IVlichael J Hem RPL,8 No ~¢i-E8 Date
01/14/19~8 14 48 ~404823680 KERN SURVEYING INO PAGE 04
SPARTAN DRIVE
ASSIGNMENT ANn ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREE t,ME, ,N~T is d.a,~ed th~9-~ rt~ day of
~ 1998, by and between Don R Wlndle ( Assignor ), Wlnd~-e ~-'Wmdle
~vestment~, It~, ("Assignee"), and the City of Denton ("Landlord")
Recitals of Fact
A Assignor and Landlord entered into that certain Atrport Lease Agreement ("Lease")
with an effective date o ~a..~.4~, 1998, whereto Assignor agreed to lease from
Landlord those two (2) certain tractg m the William Ned Survey, Abstract No 970, and being
part of Lot 1, Block 1, Southeast Airport Addition to the City of Denton, Denton County,
Texas, according to the plat thereof recorded m Cabinet G, Page 295, Plat Records, Denton
County, Texas In such Lease, Landlord agreed that Assignee was a penmtted assignee
under the terms thereof
B. Assignor desires to assign, transfer, set over, and deliver to Assignee all of Assignor's
right, title, and interest in and to the Lease
C. Assignee desires to assume all of Assignor's right, title, and interest in and to the
Lease
D Landlord desires to acknowledge, agree to, and consent to the previously approved
assignment of the Lease to Assignee
In consideration of the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows
1 A~II~. Assignor assigns, transfers, sets over and delivers unto Assignee all of
Assignor's right, title, and interest in and to the Lease
2 A~ Assignee accepts the foregoing assignment of the Lease and assumes
alt duties and obligations of Assignor under the Lease
3 Consen[ Landlord acknowledges, agrees to, and consents to Assignor's assignment
of the Lease to Assignee
4 Miscellaneous This Assignment and Assumption Agreement shall be (a) binding
upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement
and their respecttve heirs, legal representattves, successors and assigns, and (b) construed in
accordance with the laws of the State of Texas
O \DATA\DO¢8\¢CllSNTS\WIblDl.l~Assl;Inmant and .S~aumptlon A0raamant wpd Paga 1
IN WITNESS WHEREOF, flus Assignment and AssurnpUon Agreement has been s~gned and
dehvered by the pames as of the date first above written
ASS.K~NOR ·
/Don R "v~ndle" ' -
ASSIGNEE:
Windle & W~,ndle Investments, Inc.
Vine President
LANDLORD.
C~ty of Denton
Ted Benawdes
C~ty Manager
ATTEST:
APPROVED AS TO LEGAL FORM'
Herbert L. Prouty, Cnty Attorney
Mmhael A Bucek
Assistant C~ty Attorney
C \DATA~DOCS\CLIENTS\WINDLE~,sslgnment and Assumption Agreement wpd Page 2
S:\Our Documents\Contracts\06\Mcmorandum of Lease- Windle.doc
MEMORANDUM OF LEASE AGREEMENT
STATE OF TEXAS
KNOW ALL PERSONS BY THESE PRESENTS
COUNTY OF DENTON
THIS Memorandum of Lease Agreement is made and entered into as of the Effective
Date as provided below, by and between the City of Denton, Texas (the "Lessor") and Windle
& Windle Investments, Inc., a Texas Corporation (the "Lessee").
WHEREAS, the Lessor and the Lessee have entered into that certain Airport Lease
Agreement Commercial Operator ("Lease"), effective January 20, 1998, approved by City
Ordinance No. 98-010. Whereby Lessor leased to Lessee for an initial term of 30 years,
beginning February 1, 1998 and ending January 31, 2028, with the Lessee having the option to
extend the term of the Lease for two successive renewal terms of ten years each, that certain
real property containing approximately 0.331 acres located in the City of Denton, Denton
County, Texas, together with a right of first refusal to lease the adjacent and contiguous 18,000
square feet of land, which right was not exercised, being the comer tract in the William Neil
Survey, Abstract No. 910 and being part of Lot 1, Block 1, Southeast Airport Addition, to the
City of Denton, Denton County, Texas, as more particularly shown and described in Exhibit
"A" and "B" attached hereto and made a part hereof by reference (the "Real Property"). The
Lease was subsequently assigned from the original Lessee, Don R. Windle, to the Lessee,
Windle & Windle Investments, Inc. by that certain Assignment and Assumption Agreement
dated the 22ml day of January, 1998; and
WHEREAS, the Lessor and Lessee have entered into this Memorandum of Lease
Agreement to be recorded in the Real Property Records of Denton County, Texas to provide
subsequent owners of the Real Property, improvements, or any interest therein with notice of
the Lease.
NOW THEREFORE, in considerati9n of the covenants contained In the Lease, the
Lessor and Lessee agree as follows:
1. The recitals set forth above are incorporated into the body of this Memorandum
of Lease Agreement.
2. This Memorandum of Lease Agreement may be recorded in the Real Property
Records of Denton County Texas.
3. A true and correct original of the Lease is on file in the Office of the City
Secretary, Denton City Hall, 215 E. McKinney, Denton, Texas 76201, which Lease is
incorporated herein by reference; and
The parties hereto have executed this Memorandum of Agreement as of the ,i?S-y1/.J
day of January, 2006 (the "Effective Date").
Memorandum of Lease Agreement
S:\Our Documents\Contracts\OG\Mcmorandum of Leasc-Windle.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY'Rl'l+- \ 0, L(~LV
APPRO ED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY JiJJI ~
Memorandum of Lease Agreement
THE CITY OF DENTON, TEXAS
By: ~AA!fU ~
Howard Martin, Interim Ci' Manager
:y7)?~}mc
President
S:\Our Doeumcnts\Contracts\OG\Mcmorandum of Lease- Windle.doe
ACKNOWLEDGMENTS
STATE OF TEXAS 9
9
9
COUNTY OF DENTON 9
This instrument is acknowledged before me, on thisdS -xc day of January, 2006 by
Howard Martin, Interim City Manager of the City of Denton, a municipal corporation, on
behalf of said municipal corporation.
g.........~
,"; ::-::(:; ~!RfEDY
t: _ ;,1 NGTARYPUBLlC
, ", _,~ STATE Of T!XAS
I; '," /<., ':~mis~lonElplr~3-21_2000
ti::.;-.. . ""m""""~"'_,
~~
otary Public in a~
State of Texas
STATE OF TEXAS 9
9
~9
COUNTY OF 9
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This instrument was acknowledged before me on thisZ':;7 ~ay of January, 2006 by
Don R. Windle, President for Windle & Windle Investments, Inc., a Texas Corporation on
behalf of said corporation
e~"" CHRISTINE A. DICK
. . Notary Public
"~,,"./ State of Texas
ojf~ Comm. f)cp_ ]-2-2009
// ~~R-A1,-,-ifU)( cL
Notary Public in and for
State of Texas
Memorandum of Lease Agreement
Exhibit A
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EXHII3IT'B" .i
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FIELD NOTES to alllhat cert'lln tract of land situ.ated in the William Neil SUn/ey, Abstract ~umber 970 In the
city and County of Denton, Texaa and being a part of Lot 1 Block 1 of the Southeast AIrport Adarllon, an addition
in the City of Denton, Cenlon County, Texas, according to the Plat thereof recorded in Cabi!Jet G Page 295 of
the Plat Records of Denton County, Texas; the subjecl:tracl being more particularly deSCrl/'ed as follows;
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Commencing at 1118 most W8$lerly Southwest Corner of said Lot 1 Block 1; ; i
THENce NOIth 08 Degrees 36 Mnutes 21 Seconds East With the West line thereof a dl8ta~e of 1087.51 feet
toacorner' ,:
THENce South 88 Degrees 36 Minutes 10 Seconds East a distance of 996.84 feet to a c#pped Iron rod set
fer the Southwest Corner of the herein desalbed tract in the North line of a 130 foot taJdwey, <!talnage IJnd utirlty
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THENce NOIth 01 Degrees 23 Minutes 50 Seconds East a distanca of 160.00 feet to a capPjod iron rod set for
the Northwest Comer of the herein described tract In the South line of a 60 foot ac;cess, drainage and utility
easement; :1
THENCE South 88 Degrees 36 Minutes 10 Seconds East With the South line thereof a crlStjince of 80.00 feet
fD a capped iron rod set for the NortlJeast Corner of the hareln described tract at a turn In the last mantloned
easement; =1
THENCE South 01 Degrees 23 Mnutes 50 Seconds WO$t continuing now with the West IIn~jof said easement
lil distance of 180.00 feet to a capped iron rod set for the Southeast Comer of the herein de~ tract In the
North line of sakl130 foot easement; . i
THENcE North 88 Degreell 36 Minutes 10 Seconds West With sald North line a distance cif 60.00 feet to the
PLACE OF BEGINNING and enclosing 14,440 square feet of land. .:
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