1997-050T \NPDOCS\ORO\NEBR;G ORD
ORDIN CE NO. q - 05'O
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST
AMENDED AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND
NEBRIG & ASSOCIATES, INCORPORATED TO LEASE CERTAIN PREMISES OF THE
MUNICIPAL AIRPORT AND CONSTRUCT AND MAINTAIN AN OFFICE, HANGAR,
MAINTENANCE AND RELATED AVIATION FACILITIES THEREON; AND PROVIDING
AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
~. That the City Manager is authorized to execute
the first amended airport lease agreement between the C~ty of
Denton, Texas and Nebr~g & Associates, Inc. to lease certain
premises of the Munlclpal Airport and construct and maintain an
office, hangar, maintenance and related aviation facllltles
thereon, under the terms and conditions contained w~th~n this
Agreement, which is attached hereto and made a part hereof
~. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the /~ day of~, 1997.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM.
HERBERT L. PROUTY, CITY ATTORNEY
FIRST AMENDED AIRPORT LEASE AGREEMENT
THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
This First Amended Airport Lease Agreement, hereinafter referred to
== ,,L~m~" is made and executed this /~.. day ~f ~i
....... en · exas b and between the City or u~n~y, ~
1997 at D ton. T ' Y ....... ~ to as ,,Lessor" and
, ........ ~ we~£~ .... ,,Lessor"~/ an
Municipal corporation, ~ereAna~u=~ ~
Nebrl~ ~ Associates, Inc., a Texas corporatxon, hav~ng its
prlnclpa offices at 7515 Lemmon Avenue, Dallas, Texas 75209,
hereinafter referred to as ,,Lessee" This lease repeals ~n its
entirety the Airport Lease Agreement between the part~es of
September 18, 1996.
WITNESSETH:
WHEREAS, Lessor and Lessee executed an airport lease agreement
on September 18, 1996, whlch failed to specifically indicate the
location of a tax,way adjacent to Parcels 1, 2 and 3 described
here~n; and
WHEREAS, Lessor and Lessee desire to execute the Flrst Amended
Airport Lease Agreement so that such tax,way may be clearly
designated;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Agreement, the part~es agree as
follows:
I. CONDITIONS OF AGREEMENT
NOTWiTHSTANDING ANYLANGUAGE 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 aeronauti-
cal activities for furnishing services to the public ~s granted the
Lessee subject to Lessee agreeing:
1. To furnish said services on a famr, equal and not
unjustly discrimxnatory basis to all users thereof,
and
2 To charge fair, reasonable and not unjustly dls-
cr~m~natory prices for each unit or service, pro-
vlded that the Lessee may be allowed to make rea-
sonable and nondiscriminatory discounts, rebates,
or other similar types of price reductions to
volume purchasers.
B. Non-Discrimination. 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 orlg~n shall be excluded from
participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of
said facilities
2. In the construction of any ~mprovements on, over,
or under such land and the furnishing of services
thereon, no person on the grounds of race, reli-
gion, color, sex, or national origin shall be
excluded from participation ~n, denied the beneflts
of, or otherwise be subjected to dlscrlmlnat~on.
3. The Lessee shall use the premlses in compliance
with all other requirements lmposed by or pursuant
to Tltle 49, Code of Federal Regulations, Depart-
ment of Transportation, Subtitle A, Office of the
Secretary, Part 21, Non-discrimination in Federally
Assisted Programs of the Department of Transporta-
tion-Effectual of Tltle VI of the Civil Rights Act
of 1964, and as sa~d Regulations may be amended.
In the event of breach of any of the above non-discriminatory
covenants, and Lessee's failure to cure same within thlrty (30)
days after reoelpt of written not~ce thereof, except th~s thlrty
(30) day per~od shall be extended for a reasonable period of t~me
if the alleged breach is not reasonably capable of cure w~thln such
thlrty (30) day per~od and Lessee proceeds to dlllgently cure such
breach, Lessor shall have the right to terminate the Lease and to
reenter and repossess sa~d land and the facilities thereon, and
hold the same as ~f sa~d Lease had never been made or issued. This
provlsion does not become effective until the procedures of 49 CFR
Part 21 are followed and completed, including expiration of appeal
r~ghts.
C. Riaht of Individuals to Maintain Alrcraft It is clearly
understood by the Lessee that no right or privilege has been
granted which would operate to prevent any person, firm, or
corporation operating aircraft on the airport from performing any
serv~oes on its own a~rcraft w~th its own regular employees
(Including, but not limited to, malntenance and repalr) that it may
choose to perform
D. Non-Exclusive Rlaht. It is understood and agreed that
nothing herein contained shall be construed to grant or authorize
the grantlng of an exclusive right within the meaning of Section
Page 2
1349 of Title 43, U.S.C.A.
E.
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 w~thout Interference or hindrance,
provided such further development or Improvement
does not prevent Lessee from reasonably utilizing
the premises and all appurtenances related thereto
as contemplated by the terms of this Lease.
2. Lessor reserves unto itself, its successors and
assigns, for the use and benefit of the flylng
publlc, a right of flight for the passage of air-
craft above the surface of the premises described
herein, together wlth the r~ght to cause in said
airspace such noise as may be inherent in the
operation of alrcraft now known or hereafter used,
for navigation of or fllght in the said airspace,
and for use of said airspace for landing on, taking
off from, or operating on the Airport
3. Lessor shall be obligated to maintain and keep in
repair the landing area of the Airport and shall
have the right to dlrect and control all activities
of Lessee in th~s regard
4. 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
executed, the provisions of thls instrument ~nsofar
as they are inconsistent with the provlslons of the
lease to the Government, shall be suspended.
5. Lessor reserves the right to take any action
considers necessary to protect the aerial approach-
es 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 useful-
ness or safety of the airport or constitute a
hazard to aircraft or to aircraft navigation
6. Th~s 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 maintenance of the Airport.
Page 3
II LEASED PREMISES
Lessor, for and in consideration of the covenants and
agreements herein contained to be kept by Lessee, does hereby
demise and lease unto Lessee, and Lessee does hereby lease and take
from Lessor, the following described land situated in Denton
County, Texas, as described as follows
A. ~
1. A tract of land, being approximately 65,688 square
feet, or 1.508 acres, as Illustrated in Attachment
"A", as described by metes and bounds in Attachment
"B", and as identified as Parcel 1 of Lot 1, Block
1 of Attachment "C", all such attachments, and
Attachment "D" and "E" described below, are incor-
porated hereln by reference.
(Include Survey)
Together w~th the right of lngress and egress to
said property; and the right, in common with others
so authorized, of passage upon the A~rport property
generally, subject to reasonable regulations by the
City of Denton, and such r~ghts shall extend to
Lessee's employees, passengers, patrons and
inv~tees.
For the purposes of this Lease, the term ,,Premises"
shall mean all property located within the metes
and bounds described above, including leasehold
improvements constructed by the Lessee, and the
right to the use (~n common with other lessees of
the Airport) of all runways and taxlways wlthln the
Airport, but not lnclud~ng certain easements or
property owned and/or controlled by the Lessor.
2. Lessee shall have the option of extending the terms
of this lease to an additional one and one-half (1
1/2) acres of land or 65,340 square feet depicted
as Parcel 2 on Attachment "C" (and described by
metes and bounds in Attachment "D"), subject to the
division of this property into two separate 3/4
acre tracts. The option on the 3/4 acre tract
closest to the Airport's runway facilities shall be
exercised no later than four (4) years from Septem-
ber 30, 1996. If the option on the 3/4 acre tract
above is timely exercised, then Lessee shall have
an additional option on the remainIng 3/4 acre
tract, and this option shall be exercised no later
Page 4
than eight (8) years from September 30, 1996.
3. After the options have been timely exercised on the
two 3/4 acre tracts comprising Parcel 2 in Attach-
ment "C", Lessee shall have the option of extending
the terms of this lease to an additional 1.335
acres of land depicted as Parcel 3 on Attachment
"C" (and described by metes and bounds in Attach-
ment "E"), if same is not under a lease and remains
unimproved at such time. This last option shall be
exercised no later than twelve (12) years from
September 30, 1996.
4 The 1.335 acre optlon tract outlined in Attachment
"C" as Parcel 3 may be leased by Lessor to other
than Lessee during the above twelve-year period,
provided that, and for so long as Lessee stays
lawful possession of the land denoted above
Attachment "C" as Parcel 1 and Parcel 2,if appli-
cable, Lessee shall have a right of first refusal
on any lease negotiated by Lessor within part or
all of the tract of land outlined on Attachment "C"
as Parcel 3. In the event the Lessor shall recelve
an offer to lease all or a portion of the 1.335
acres, Lessor shall deliver such written offer to
Lessee. Lessee shall have the right, exercisable
within thirty (30) days after receipt of such
written notice, to lease the 1 335 acres or portion
thereof, if applicable, upon the same terms and
conditions as set forth in such written offer. In
the event the Lessee falls to deliver to Lessor
acceptance of such terms and conditions wlthln such
thirty (30) day period, the Lessor shall be enti-
tled to lease the 1 335 acres pursuant to the terms
of such written offer.
5. Lessee agrees that if Lessee falls to exercise the
option on the 1 335 acres outlined in Parcel 3 of
Attachment "C", or falls to utilize its right of
first refusal above, then the tenant ultimately
leasing such tract from Lessor will be allowed
unlnterrupted access for Ingress and egress of
airplanes to the taxlway constructed by Lessee
under this Lease without assessment of a pro-rata
charge or any charge against such tenant or opera-
tors of airplanes utilizing such tenant's property.
Lessor agrees that Lessee may deny access to the
proposed taxiway Lessee constructs pursuant to this
Lease to the tenants, their lnvltees, and custom-
ers, of the property directly across from Lessee's
two one and one-half (1 1/2) acre tracts under this
Page 5
Lease (Parcels 1 and 2 of Attachment "C"). Howev-
er, Lessee shall provide access in the same manner
provided to the 1.335 acre tract tenant referenced
above if such tenants agree to pay to Lessee an
assessment for use of such taxlway in the amount of
50% of the certified costs (as mutually determined
by Lessee and Lessor after completion of taxlway
improvements and including interest on such costs)
of the construction of such taxlway adjacent to
such tenants' properties, based on a front footage
charge as used in City of Denton Street Paving
Projects. If Lessee exercises its option on the
1.335 acres within twelve (12) years of September
30, 1996 or leases same under its right of first
refusal, then Lessee may assess the tenant(s)
across from the 1.335 acres the applicable front
footage charge if such tenant(s) desire access to
the taxlway constructed by Lessee
6. The options, on the two 3/4 acre Parcels, compris-
ing the 1 and 1/2 acres outlined in Attachment "C"
as Parcel 2 and on the 1.335 acres, if applicable,
outlined in Attachment "C" as Parcel 3, shall be
subject to the same terms and conditions contained
within this agreement as are applicable to the one
and one-half acres outlined in Attachment "C" as
Parcel l, at the time the option(s) is exercised,
including, but not limited to' land rental rates
as computed on a cents per square foot per year
basis; term of lease, consumer price index adjust-
ments already implemented, if any; and date of
commencement, as if said option were and had been
wlthln Parcel i of Attachment "C" from the original
date of September 30, 1996.
B. Improvements Provided Bv Lessor.
1. Lessor agrees to provide, at Lessor's sole cost and
expense, the following public improvements:
(a) construction of improvements to Westcourt
Road from its intersection wlth Airport
Road to the point in which the Premlses
shall have access to Westcourt Road; and
(b) repair/replacement of entrance gate at
Westcourt Road providing access to the
Premises via a locked gate; key provided
to Lessees; Lessor to provide gate to be
open dally from 8.00 a m. to 5:00 p m.
Monday through Friday
Page 6
2. For the purposes of this Lease, the term ,,Lessor
improvements" shall mean those things on or ad]a-
cent to the Premises belonging to, constructed by,
or to be constructed by the Lessor, which enhance
or increase, or will enhance or increase, the value
or quality of the Premises. Unless otherwise noted
herein, all Lessor improvements are and will remain
the property of the Lessor. All Lessor improve-
ments must be descrlbed in detail above, or above
referenced and attached to this Lease in an exhibit
approved by the Lessor.
C Public Improvements Provided by Lessee. Lessee agrees to
provide, at Lessee's sole cost and expense, the following public
Improvements'
1. Utility services including, without llmltatlon,
water, gas, electricity, and telephone sufficient
to service Lessee's buslness within the Premises to
be constructed from the boundary of Parcel 3 iden-
tified in Attachment "C" closest to Westcourt Road
to the Premises; and
2. Construction of a tax,way on land owned by Lessor
from the Airport taxlway to Parcel 1. In addition,
construction of the continuation of that taxiway,
as reflected on Attachment C, to Parcels 2 & 3, if
options to such Parcels are exercised. The entire
taxiway, including continuation, if any, shall be
owned and maintained by Lessor
The consideration for the construction of these public
improvements ~s the reduction in the rental under this Lease from
fifteen cents ($0.15) per square foot to five ($0.05) cents per
square foot for the first three (3) years
III TERM
The term of thls Lease shall be a period of thirty (30) years,
commencing on September 30, 1996 and ending at midnight on the last
day of the 30th year of the term of this Lease, unless earlier
terminated under the provisions of the Lease. Lessee shall have
the option to extend the term of th~s Lease for an additional
perlod of ten (10) years upon the same terms and conditions as set
forth in this Lease. Should Lessee elect to exerclse its option to
extend the term of this Lease, Lessee shall g~ve written notice of
its intention to Lessor not less than one hundred eighty (180) days
before the expiration of the initial term of thirty (30) years. At
the end of the initial ten (10) year extension, Lessee shall have
the option to extend the term of th~s Lease for an additional ten
(10) year term upon the same terms and conditions as set forth in
Page 7
this Lease. Should Lessee elect to exercise its option to extend
the term of this Lease, Lessee shall give written notice of its
intent to Lessor not less than one hundred eighty (180) days before
the initial ten (10) year extension due to expire.
IV. PAYMENTS, RENTALS AND FEES
Lessee covenants and agrees to pay to Lessor, as consideration
for this Lease, payments, rentals and fees as follows:
A. Rent. Lessee shall pay to the Lessor for the use and
occupancy of the Premises the sum of five cents ($0 05) per square
foot per year for the first three (3) years of the Lease (to
compensate Lessee for taxiway to be constructed), for a total of
Three Thousand Two Hundred Sixty Seven Dollars ($3,267) per year,
to be paid ~n twelve (12) equal monthly installments in the sum of
Two Hundred Seventy-two Dollars and Twenty-five Cents ($272.25) per
month in advance, with the first ~nstallment being due on or before
the first day of the month following September 30, 1996 For years
four (4) through thirty (30) of this Lease, the rental will be
fifteen cents ($0.15) per square foot per year The rental for
years two (2) through thirty (30) of initial Lease and for the two
ten (10) year renewal periods w~ll be adjusted annually based on
the consumer price ~ndex criteria in Section IV.E.
B. Lessor Improvement Rentals. The Lessor improvement
rentals or fees are described as follows. None.
C. Additional Fees And Rentals. No additional fees will be
charged for use of the premises.
D. Payment, Penalty, Adjustments. All payments made
hereunder by Lessee shall be made to Lessor at the offices of the
Finance Department of the City of Denton, Accounts Receivable, 215
E. McKinney, Denton, Texas 76201, unless Lessee is notified to the
contrary in writing by Lessor.
All monthly rental payments shall be due and payable on or
before the first day of each month and shall be paid by Lessee
without demand or notice from Lessor. All rental amounts paid by
Lessee after the tenth (10) day of the month will be delinquent and
shall include an additlonal monetary amount (penalty) which shall
equal flve percent (5%) of the rental amount due Failure of
Lessee to pay the f~ve percent (5%) monetary penalty on dellnquent
rent shall constitute an event of default of this Lease.
E. CPI,
1. The yearly rental for land and improvements hereln
leased shall be readjusted at the end of each year
perlod during the term of this Lease on the basis
Page 8
of the proportion that the then current United
States Consumer Price Index for all urban consumers
(CPI-U) for the Dallas-Fort Worth geographical
region, as compiled by the U.S. Department of
Labor, Bureau of Labor Statistics bears to the
~, index Each rental adjustment,
any, shall occur on the 13th day of December,
beginning ]~_9_~, and every year thereafter on such
date
2. The adjustments in the yearly rent shall be deter-
m~ned by multiplying the minimum yearly rent as set
forth in Section IV.A by a fraction, the numerator
of which is the index number for the last month
prior to the adjustment, and the denominator of
which is the index number for ~- If
the product of this multlpllcatlon is greater than
the minimum yearly rent as set forth in Section
IV.A., Lessee shall pay this greater amount as the
yearly rent untll the time of the next rental
adjustment as called for in this section. If the
product of th~s multiplication is less than the
minimum yearly rent of as set forth in Section
IV.A., there shall be no adjustment in the annual
rent at that t~me, and Lessee shall pay the mlnlmum
yearly rent as set forth ~n Section IV.A., until
the time of the next rental adjustment as called
for in this section. In no event shall any rental
adjustment called for in this section result in an
annual rent less than the minimum yearly rent of as
set forth in Section IV.A. The adjustment shall be
limited so that the annual rental payment deter-
mined for any given year shall not exceed the
annual rental payment calculated for the previous
year by more than ten percent (10%).
3. If the consumer price ~ndex for all urban consumers
(CPI-U) for the Dallas-Fort Worth geographical
region, as compiled by the U.S. Department of
Labor, Bureau of Labor Statistics, is d~scontlnued
durlng the term of thls lease, the remaining rental
adjustments called for in this section shall be
made using the formula set forth above, but sub-
stituting the index numbers for the Consumer Prlce
index-Seasonally Adjusted U.S. city Average For All
Items For All Urban Consumers (CPI-U) for the ~ndex
numbers for the CPI-U applicable to the Dallas-Fort
Worth geographical reglon. If both the CPI-U for
the Dallas-Fort Worth geographical region and the
U.S. City Average are discontinued during the term
of this lease, the remaining rental adjustments
Page 9
called for in this section shall be made using the
statistics of the Bureau of Labor Statistics of the
United States Department of Labor that are most
nearly comparable to the CPI-U applicable to the
Dallas-Fort Worth geographical region. If the
Bureau of Labor Statistics of the United States
Department of Labor ceases to exist or ceases to
publish statistics concerning the purchasing power
of the consumer dollar during the term of this
lease, the remaining rental adjustments called for
~n this section shall be made using the most nearly
comparable statistics published by a recognized
financial authority selected by Lessor.
V. RIGHTS AND OBLIGATIONS OF LESSEE
A. Use of Leased Premises,. Lessee ls granted the non-
exclusive privilege to engage in or provide the following:
1. sale of airplanes, including maintenance of air-
planes of lessee and its tenants;
2. hangar, wlth office and maintenance shop;
3. sale of fuel, including Jet A and Av Fuel.
(a) Sale of fuel to be provided via skid tanks or
fuel trucks and for the express use of Lessee
and Lessee's tenants. Fuel purchased by
Lessee from a non-Fixed Base Operator shall be
assessed a fuel fee of five cents ($0.05) per
gallon. Sale of fuel from skid tanks and
purchase of fuel from wholesaler to be discon-
tinued after Lessor's fuel farm ~s relocated
and becomes operational. Lessee may purchase
fuel from Lessor's fuel farm under the same
terms and conditions mentioned above.
(b) Fuel fees shall be paid monthly to Lessor on
the 15th day of each month during the term of
this Lease. Lessee shall keep and maintain
accurate records of. fuel purchases, fuel
sales, fuel deliveries, fuel disbursements,
and fuel inventories (fuel records) under this
agreement 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 times during business
hours to inspect the books, fuel records, and
Page 10
receipts of Lessee, including examination of
the general ledger and all other supporting
material, for the purpose of verification.
(c) Lessee agrees that all fuel fees are due and
payable and shall be pa~d by Lessee without
demand or not~ce ~n writing from Lessor.
Lessee shall provide Lessor a breakdown of the
fee payments monthly. All fees paid by Lessee
and received by Lessor after more than fifteen
(15) days after the due date shall automati-
cally accrue and include an additional mone-
tary amount (penalty) equal to five percent
(5%) of the fuel fee amount due. At any time
after any fee becomes due, the Lessor may
notify Lessee in wrltlng of the delinquency.
Failure to pay fuel fees with accrued penal-
ties withln seven (7) days of receipt of such
notice will constitute a default under the
Lease. Fuel fees shall be paid to the same
address to which rental fees are payable.
(d) Within f~fteen (15) days after the end of each
month, Lessee shall furnish to Lessor a certi-
fied statement of fuel records during the
preceding month. If an audlt establishes the
Lessee has understated fuel sales by f~ve
percent (5%) or more, the entire expense of
sa~d audit shall be borne by Lessee. Any
additional payment due from Lessee shall
forthwith be paid to Lessor, with interest
thereon at one percent (1%) per month from the
date such amount originally became payable to
Lessor. Any overpayment by Lessee shall be
credited against future payments due to
Lessor.
(e) Lessee, ~ts tenants and sublessees shall not
be authorized to conduct any services not
specifically listed in this agreement. The
use of the Premises of Lessee, its tenants or
sublessees shall be limited to only those
private, commercial, retail or industrial
activities having to do with or related to
airports and aviatlon In connection with all
permitted uses of the Premises provided by the
terms of this Lease, Lessor agrees to issue or
cause to be issued to Lessee any and all
applicable permits or licenses necessary for
Lessee to conduct the business operations as
contemplated in the terms of this Lease,
Page 11
provided Lessee complies with all applicable
codes and ordinances. No person, business or
corporation may operate a commercial, retail
or industrial business upon the premises of
Lessee or upon the Airport without a lease or
license from Lessor authorizing such commer-
cial, retail or Industrial actlvlty.
B. Independent Contractor. Durlng all t~mes that th~s Lease
is in effect, the parties agree that Lessee is and shall be deemed
to be an independent contractor and operator and not an agent or
employee of the Lessor with respect to their acts or omissions
hereunder. For all the purposes hereunder, Lessee is and shall be
deemed an independent contractor and it is mutually agreed that
nothing contained herein shall be deemed or construed to constitute
a partnership or joint venture between the parties hereto.
C. Standards. Lessee shall meet or exceed the following
standards:
1. ~ Lessee shall file w~th the Alrport Manag-
er, or authorized city representative, hereinafter
referred to as ,,Airport Manager" and keep current
its maillng address, telephone number(s) and con-
tacts where lts authorized official can be reached
· n an emergency
2. Llst. Lessee shall file with the A~rport Manager
and keep current a list of its tenants and subles-
sees.
3. ~ Lessee shall contractually require ~ts
employers and sublessees (and sublessee's lnv~tees)
to ab~de by the terms of th~s Lease. Lessee shall
promptly enforce its contractual rights ~n the
event of a default of such covenants.
4. ut~lltleso Taxes and Fees Lessee shall meet all
expenses and payments in connection w~th the use
and occupancy of the Premlses and the rights and
privileges herein granted, ~ncludlng the timely
payments of 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
~mprovements constructed by the Lessee on the
Premises, and to comply with all tax laws pertain-
ing to the Premises, includlng those promulgated in
the future. Lessee may ~nitlate or prosecute any
proceedings permitted by law for obtaining an
abatement, reduction or withdrawal, or otherwise
Page 12
contestlng the validity or amount, or any taxes for
which Lessee Ks alleged to be responsible. Lessee
shall ~ndemn~fy and save Lessor from and against
all loss, cost, damage and expense as a result of
any such proceeding.
5. Rules, Regulations and Restrictions. Lessee shall
comply with all federal, state and local laws and
rules and regulations which may apply to the con-
duct of buslness contemplated, ~ncludlng rules,
regulatlons and ordinances promulgated by Lessor,
and Lessee shall keep in effect and post ~n a
prominent place all necessary and required licenses
or permits.
Lessee's use of the Premlses shall at all times be
in compliance wlth and subject to any covenants,
restrlctions, and conditions of record pertalnlng
to the use and occupancy of the Premises and shall
at all tlmes comply with the laws, codes, ordinanc-
es, rules, and regulations, 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 the Federal
Aviation Admlnlstratlon, or their successors
Lessee shall not operate or permit the operation of
any transmitter devices, electrical s~gnal produc-
ers, or machinery on the Premises which could
~nterfere w~th the electronic alrcraft navlgatlon
aids or devices located on or off Airport property.
Lessee shall not be permitted to engage In any
bus~ness or operation on the Premises whlch would
produce obstructions to the vlslblllty or vlolate
height restrictions as set forth by the Federal
Aviation Adm~nlstratlon and/or the City of Denton
6. Height Restriction And A~rsDace Protection . The
Lessee agrees for itself, and its successors and
assigns, to restrict the helght of structures,
objects of natural growth and other obstructions on
the Premises to a height as established in City of
Denton Ordinance 81-1, as the same may be amended
from time to time. The Lessee also agrees for
itself, and its successors and assigns, to prevent
any use of the Premises which would ~nterfere with
landing or taking off of a~rcraft at the Denton
Municipal Airport, or otherwise constitute an
airport hazard Lessee hereby forfeits all claims
to aviation rights over the Premises
7. ~ Lessee shall be responsible for all
Page 13
maintenance and repair of the premises, including
buildings, structures, grounds, pavements, and
utilities. Lessee shall be responsible for grass
cutting, collection and removal of trash and for
such other maintenance requirements as may arlse
Lessee agrees to keep the Premises, together with
all ~mprovements, in a safe, clean and attractive
condition at all times Lessee shall not change the
orlglnal color or texture of the exterior walls of
any structure or improvements without the written
consent from Lessor, such consent to not be unrea-
sonably withheld or delayed.
(a) Palntina of Bulldlnas. During the original
term of this Lease and during each extension,
Lessor shall have the rlght to require, not
more than once every five years, that the
metal exterior of hangar(s) or bulldlng(s)
located on the premises be reviewed by the
Airport Advisory Board for the purpose of
determining whether pa~ntlng of the exteriors
of such buildings or hangars is necessary. If
the A~rport Advisory Board determines painting
is necessary, it shall furnish a recommenda-
tion to this effect to the Clty Council. The
Counoll, may, upon the Board's recommendation,
require Lessee to repaint sa~d exteriors
according to Lessor's specifications (to
specify color of paint, quality of workmanshlp
and the year and month in which the hangar(s)
or building(s) are to be painted, if needed)
Lessee shall complete the painting in accor-
dance wlth such specifications within slx (6)
months of receipt of notlce from Lessor.
Lessee agrees to pay all costs and expense
involved in the hangar or building painting
process. Failure of Lessee to complete the
painting required by Lessor's City Council
within the six (6) month period shall consti-
tute Lessee's default under this Lease.
(b) Sto_~9_~_~qg~ Lessee hereln agrees not to utilize
or permit others to utilize areas on the
Premises which are located on the outside of
the hangar(s) and/or building(s) for the
storage of wrecked or permanently disabled
aircraft, aircraft parts, automobiles, vehi-
cles of any type, or any other equipment or
items which would distract from the appearance
of the Premises.
Page 14
8. Unauthorized Use of Premises. Lessee may not use
any portion of the Premises for the operation of a
motel, hotel, restaurant, private club or bar,
apartment house, or for industrial, commercial or
retail purposes, except as authorized herein.
9. ~ It is expressly understood and agreed
that no permanent dwelling or domicile may be
built, moved to or established on or wlthin the
Premises nor may Lessee, its tenants, ~nvltees, or
guests be permitted to reside or remain as a res~-
dent on or within the Premises or other a~rport
premises.
10. ~t Possessl n. Lessee shall quit possession of
the Premises at the end of the primary term of this
Lease or any renewal or extension thereof, and
deliver up the Premises to Lessor in as good condi-
tion as existed when possession was taken by Les-
see, reasonable wear and tear excepted
11. ~ Lessee agrees to store properly, col-
lect and dispose of all chemicals and chemical
residues; to store properly, confine, collect and
dispose of all paint, including paint spray in the
atmosphere, and paint products; and to comply w~th
all local, state and federal laws and regulations
governing the storage, handling or d~sposal of such
chemicals and paints. Lessee further agrees that
at no t~me during the term of this Lease shall any
material, fluids, solids or gaseous substances
(except aircraft fuel utlllzed by the Lessee as
provided herein) be utilized, stored, dlsposed of
or transported on the Premises which are considered
by the Environmental Protection Agency to be a
hazard to the health of the general public and that
no activity shall be permitted on the Premises that
would produce noxlous odors
12. ~ During the term of thls Lease, Lessee shall
have the right, at ~ts own expense, to place in or
on the Premises signs ~dentlfylng Lessee said
signs shall be of a size, shape and deslgn, and at
a location or locations, reasonably approved by the
Lessor and in conformance with any overall direc-
tional graphics or sign program established by
Lessor on the Airport Lessor's approval shall not
be unreasonably w~thheld. Said signs shall be
maintained in good repair throughout the term of
this Lease. Notwithstanding any other provision of
this Lease, sald signs shall remain the property of
Page 15
Lessee. Lessee shall remove, at its expense, all
lettering, signs and placards so erected on the
premlses at the expiration of the term of this
Lease or extensions thereof.
D. Should Lessee violate any law, rule, restriction or
regulation of the C~ty of Denton or the Federal Avlatlon Admlnls-
tration, or should the Lessee engage in or permit other persons or
agents to engage in activities which could produce hazards or ob-
structions to air navigation, obstructions to vlslb~llty or Inter-
ference w~th any a~rcraft navigational a~d station or device,
either a~rborne or on the ground, then Lessor shall state such vio-
lation · n wr~tlng and deliver written notl¢e to Lessee or Lessee's
agent on the Premises, or to the person(s) on the Premises who are
causing sa~d violation(s), and upon delivery of such wrltten
not~ce, Lessor shall have the rlght to demand that the person(S)
responsible for the violation(s) cease and desist from all such
activity creating the vlolatlon(s). In such event, Lessor shall
have the right to demand that corrective actlon, as required, be
commenced ~mmediately to restore the Premises ~nto conformance with
the particular law, rule or aeronautical regulation being violated.
Should Lessee, Lessee's agent, or the person(s) responsible for the
violation(s) fail to cease and desist from said violation(s) and to
immediately commence correctlng the violation(s), and to complete
said corrections within twenty-four (24) hours following wrltten
notlflcation, then Lessor shall have the right to enter on to the
Lessor shall not be
Premise and correct the violation(s) and
responsible for any damages incurred to any improvements on the
Premises as a result of the corrective action process. Lessor
shall submit an invoice to Lessee for the cost of the repairs and
Lessee shall pay sa~d ~nvo~ce w~thln thirty (30) days.
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 Premlses and all rlghts and privileges herein granted.
B. ~ Lessor warrants and represents that in the
establlshment, construction and operation of the Airport, that Les-
sor has heretofore and at thls time is complying with all existing
rules, regulatlons, and crlterla distributed by the Federal
Aviation Administration, or any other governmental authority
relating to and includlng, but not limited to, nolse abatement, air
rights and easements over adjoining and contiguous areas, over-
flight in landing or takeoff, to the end that Lessee will not be
legally llable for any actlon of trespass or similar cause of
action by vlrtue of any aerial operations over adjoining property
in the course of normal takeoff and landing procedures from the
P,~ge 16
Airport. Lessor further warrants and represents that at all times
during the term hereof, or any renewal or extension of same, that
· t w~ll continue to comply wlth the foregoing.
VII. SPECIAL CONDITIONS
It ls expressly understood and agreed by and between Lessor
and Lessee that this Lease is subject to the following speclal
terms and conditions:
A. Runways and Taxlwavs. That because of the present 60,000
pound continuous use weight bearing capacity of the runway and
taxlways of the Airport, Lessee herein agrees to l~m~t all
aeronautical activity ~ncludlng landing, takeoff and taxiing, to
aircraft havlng an actual weight, including the weight of its fuel,
of 60,000. pounds or less, until such time that the runway and
deslgnated taxiways on the Airport have been lmproved to handle
aircraft of such excessive weights It ~s further agreed that,
based on qualified englneering 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 or revisions as such
studies may dictate. ,,Aeronautical Activity" referred to in thls
clause shall include that activity of the Lessee or ~ts agents or
subcontractors, and its customers and lnvltees, but shall not
include those activities over which it has no soliciting part of
control, such as an unsoliclted or unscheduled or emergency
landing. A pattern of negligent disregard of the provisions of
this section shall be sufficient to cause the immediate termination
of this entire agreement and subject Lessee to l~ablllty for any
damages to the Airport that mlght result.
VIII. LEASEHOLD IMPROVEMENTS
A. Re~u~red Improvements.. As part of the consideration for
the prlvllege herein granted, Lessee is required to and hereby
agrees to construct or otherwise make ~mprovements to the premises,
as specified herein, but not llmlted to, the following.
The construction of an office and hangar facility for storage
and maintenance of aircraft.
Lessee shall provide Lessor w~th tentative plans for the
development of the entire Premises together with a proposed
t~metable or schedule for said development.
1. ~ Lessee agrees that it shall, within one
hundred eighty (180) calendar days from September
30, 1996, submit to Lessor for approval detailed
plans and specifications for the above-l~sted
initial proposed leasehold Improvements. Lessor
agrees that it shall e~ther approve the plans and
Page 17
specifications as submitted, or transmit proposed
revisions to Lessee within forty-five (45) calendar
days of receipt of the plans and specifications
from Lessee. In the event that Lessor requires
revisions of the original plans and specifications,
Lessee shall have forty-five (45) calendar days
from the date of receipt of the proposed revisions
to resubmit the plans and specifications for Les-
sor's approval. Lessee shall commence construction
within forty-five (45) calendar days of Lessee's
receipt of Lessor's final approval of the plans and
specifications, hereinafter referred to as "Ap-
proval Date") and the improvements shall be sched-
uled for completion not later than two hundred
seventy (270) days after commencement of construc-
tion.
2. Additional Requirements. Before commencing the
construction of any improvements upon the Premises,
Lessee shall submit'
(a) Documentation, specifications, or design work, to
be approved by the Lessor, which shall establish
that the Improvements to be built or constructed
upon the Premises are ~n conformance with the
overall size, shape, color, quality and design, in
appearance and structure, of the program estab-
lished by the Lessor's Master Plan for the Airport.
The Master Plan shall be approved by the Lessor and
copies shall be on file at the Office of the Air-
port Manager and the city Secretary.
(b) All information required by the City of Denton
Subdivision and Land Development Regulations an
outline of such requirements ~s on file in the
Planning Department of Lessor.
(c) The estimated cost of such construction
No construction may commence until Lessor has approved the
plans and specifications and the location of the improvements, the
estimated costs of such construction, and the agreed estimated life
of the building or structure. Approval by the Lessor shall not be
unreasonably withheld. Should the Lessor fail to deny Lessee's
plans and specifications within sixty days of submission thereof to
the Lessor, such plans and specifications shall be deemed approved.
B. Additional Construction or ImProvements. Lessee ls hereby
authorized to construct upon the land herein leased, at its own
cost and expense, buildings, hangars, and structures, that Lessor
and Lessee mutually agree are necessary for use in connection with
Page 18
the operations authorized by this Lease, provided however, before
commencing the construction of any improvements upon the premises,
Lessee shall submit plans and specifications as specified in
Article VIII, Paragraph 2 (Additional Requirements).
C. Ownershim of Improvements All buildings and improvements
constructed upon the Premises by Lessee shall remain the property
of Lessee, unless said property becomes the property of Lessor
under the following conditions, terms, and provisIons
1. Removal of Hangars and/or Buildings. In the event
that Lessee should elect to terminate this Lease
pursuant to Article XV and remove the building or
hangar from the Premises, then in such event,
Lessee herein agrees to comply with the following
terms and conditions during the hangar or building
removal process
(a) Prior to commencing the hangar or building
removal process, the Lessee and Lessor shall
agree on the best method to remove the build-
ing, including where to cut water lines,
electrical wire, plumbing and other fixtures
or utilities, so as to cut said f~xtures to
allow the future use of these fixtures
(b) The building shall be removed completely from
the surface of the concrete slab and up, with
the exception of cut utility lines. All
interior f~xtures shall be removed including
sinks, commodes, dividing walls and all other
items or fixtures that would prevent the
concrete slab from being as free as possible
from all obstructions.
(c) Removal of hangars or buildings shall be
completed prior to Lessee's designated termi-
nation date.
(d) The hangar or building slab, the aircraft
parking apron, the taxlway, and all the Im-
provements on the Premises shall remain on the
Premises and shall become the property of the
Lessor without costs to Lessor
(e) Lessee shall be responsible for the removal of
all refuse and debris from the Premises prior
to vacating the Premises.
(f) Lessee shall be responsible for all costs
Involved in the removal of the hangar or
Page 19
building, including costs of permits or fees.
(g) Lessee shall be responsible for any damage
caused to any improvements on the Premises
during the building or hangar removal process,
and Lessee herein agrees to repair or replace,
at Lessee's expense, any improvement(s) dam-
aged by Lessee during the removal of said
structures.
2 ~. All buildings and improvements of
whatever nature remaining upon the Premises at the
end of the primary term, or any extension thereof,
of this Lease shall automatically become the prop-
erty of Lessor absolutely in fee without any cost
to Lessor.
3. ~ It is agreed that the life of any
building to be constructed by Lessee on the Premis-
es is twenty-five (25) years
IX. SUBROGATION OF MORTGAGEE
Lessee shall have the right to place a first mortgage lien
upon its leasehold in an amount not to exceed eighty-five percent
(85%) of the cost of the capital improvements
Lender's duties and rights are as follows
1. The Lender shall have the right, in case of de-
fault, to assume the rights and obligations of
Lessee herein and become a substituted Lessee, with
the further right to assign the Lessee's interest
to a third party, subject to approval of the Les-
sor, such approval to not be unreasonably withheld
or delayed. Lender's obligations under this Lease
as substituted Lessee shall cease upon assignment
to a third party and approval by the Lessor.
2. As a condition precedent to the exercise of the
right granted to Lender by this paragraph, Lender
shall notify the Lesser of all action taken by it
in the event payments on such loans shall become
delinquent. Lender shall also notify the Lessor,
in writing, of any change in the identity or ad-
dress of the Lender
3. All notices of default, as well as all notices
required by Article XIV herein (Cancellation by
Lessor) to be given by the Lessor to Lessee shall
also be given by the Lessor to Lender at the same
Page 20
time and in the same manner, provided the Lessor
has been furnished with written notice of Lender's
interest and its address. Such notice shall be
given to the City Secretary and the Airport Manag-
er. Upon receipt of such notice, Lender shall have
the same rights as Lessee to correct any default.
4. The Letter of Understandlna executed by Lender and
~essee. which is attached hereto, is hereby lncor
porated herein bv reference,
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 pro-
vldlng utlllty services to, from or across the Airport or for the
construction of public facilities on the Airport However, any
such easements shall not ~nterfere with Lessee's use of the Pre-
mlses and Lessor shall restore the property to its original con-
d~tlon upon the installation of any utility services on, in, over
or under any such easement at the conclusion of such construction.
Lessee shall not have the rlght to levy fees or charges for any
exercised r~ght of easement by Lessor or Lessor's authorized agent.
XI. SUBLETTING AND ASSIGNMENT OF LEASE
A. The Lessee may rent or sublease the Premises for the
storage of indlvldual aircraft without prior written consent of the
Lessor, but Lessee shall not rent or sublease all or any part of
the Premises or the ~mprovements located thereon for any other
purpose w~thout the prior wrltten consent of the Lessor, such
consent to not be unreasonably withheld or delayed. Any tenant or
sublessee shall be subject to the same conditions, obllgatlons and
terms a set forth here~n. Lessee shall be responsible for the
observance by its tenants and sublessees of the terms and covenants
of th~s Lease. It ls the ~ntention of the City that the subleases
not be misused as a method to avoid compliance with the m~nlmum
standards here~n.
In the event that the Lessor determlnes that a sublease is
operating an aviation-related business without complying with the
m~nlmum standards applicable thereto, the sublease may be terminat-
ed in the same manner as provided by Artlcle XIV herein for leases.
B. Lessee expressly covenants that it will not asslgn this
Lease, convey more than forty-nine percent (49%) of the interest in
its bUs,ness, deemed herein to mean the controlling interest in ~ts
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 hangar space or tie-
down space, without the written consent of the Lessor Lessor
Page 21
agrees that bt will not unreasonably withhold its approval of the
sale or sublease of the facilities for airport related purposes.
The provisions of this Lease shall remain blndlng upon the
assignees, ~f any, or Lessee
XII. INSURANCE
A. Lessee shall malntaln continuously in effect at all times
durlng the term of this Lease or any extension thereof, at Lessee's
expense, the following insurance coverages:
1. Comprehensive General L~ablllty Insurance covering
the Premises, the Lessee, its personnel and
operations on the Airport
2. Aircraft Liability to cover all flight operations
of Lessee.
3. Flre and extended coverage for replacement value
for all facilities used by the Lessee elther as a
part of this Lease or erected by the Lessee subse-
quent to September 30, 1996
4. Liability insurance llmlts shall be ~n the follow-
lng minimum amounts.
Bodily Injury and Property Damage'
$1,000,000 combined single limits on a per occur-
rence basis
5. All policies shall name the Lessor as an additional
named insured and provide for a minimum of thlrty
(30) days written notice to the City prior to the
effective date of any cancellation or lapse of such
policies.
6. All policies must be approved by the Lessor.
7. The Lessor shall be provided with a copy of all
such policies.
B. During the original or extended term of th~s Lease, Lessor
herein reserves the rlght to adjust or ~ncrease the liability
insurance amounts required of the Lessee, and to require any
additional rider, provlsions, or certificates of insurance, and
Lessee hereby agrees to provide any such Insurance requirements as
may be required by Lessor; provlded however, that any requirements
shall be commensurate with ~nsurance requirements at other public
use a~rports similar to the Airport ~n size and in scope of
aviation activities, located ~n the Southwestern region of the
Page 22
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.
C. Lessee herein agrees to comply with all increased or
adjusted insurance requirements that may be required by the Lessor
throughout the original or extended term of this Lease, including
types of insurance and monetary amounts or limits of insurance, and
to comply with said insurance requirements within sixty (60) days
following receipt of a notice in wrltlng from Lessor stating the
increased or adjusted ~nsurance requirements Lessee shall have
the right to maintain in force types of insurance and amounts of
insurance which exceed Lessor's minimum insurance requirements.
D. In the event that state law should be amended to require
types of insurance and/or insurance amounts which exceed those of
like or s~mllar public use airports in the Southwestern region of
the United States or America, then in such event, Lessor shall have
the r~ght to require that Lessee malntaln in force types of
insurance and/or amount of insurance as specified by State Law
XlII, INDEMNITY
A. Lessee agrees to indemnify and hold harmless Lessor and
its agents, employees, and representatives from and against all
liabilit for any and all claims, suits, demands, and/or actions
m~a~,, Y, rom or based upon intentional or negligent ~0~ or
...... ~ - of Lessee, its agents, representatives,
omissions on the part _
employees, members, patrons, visitors, contractors and subcontrao
tots, if any, and/or sublessees, which may arise out of or result
from Lessee's occupancy or use of the Premises and/or activities
conducted in connection with or incidental to this Lease.
B. This Indemnity Provision extends to any and all such
ol&ims, suits, demands, and/or actions regardless of the type of
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, whether for injury or death to persons or
damage to property, and whether such claims be alleged at common
law, or statutory or constitutional claims, or otherwise. This
Indemnity Provision shall apply whether the basis for the claim,
suit, demand, and/or action may be attributable in whole or in part
to the Lessee, or to any of its agents, representatives, employees,
members, patrons, visitors, contractors, and subcontractors, if
any, and/or sublessees, or to anyone directly or indirectly
employed by any of them.
C. Further, Lessor assumes no responsibility or liability for
harm, injury, or any damaging events which are directly or
Page 23
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 expressly 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, contrac-
tors and subcontractors, if any, and/or sublessees.
D. It is expressly understood and agreed that the Lessor
shall not be liable or responsible for the negligence of Lessee
and/or sublessees, its agents, servants, employees and customers.
Lessee further agrees that it shall at all times exercise reasen-
able precautions for the safety of, and shall be solely responsible
for the safety of its agents, representatives, employees, members,
patrons, visitors, contractors and subcontractors, if any, and/or
sublessees, and other persons, as well as for the protection of
supplies &nd equipment and the property cf Lessee or other persons.
E. Lessor and Lessee each agree to give the other party
prompt and timely notice of any such claim made or suit instituted
which in any way, directly or indirectly, contingently or other-
wise, affects or might effect the Lessee or the Lessor. Lessee
further agrees that this Indemnity Provision shall be considered as
an ad~itional remedy to Lessor and not an exclusive remedy.
XIV. CANCELLATION BY LESSOR
Ail the terms, restrictions, covenants and conditions of
record pertaining to the use and occupancy of the Premises are
conditions of this Lease 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, and
upon default, the Lessor shall have the right to Invoke any one or
all of the following remedies
A. Should Lessee fall to pay the monthly rental amounts
and/or fees prescribed in Article IV 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 within twenty (20) days following receipt of
written notice from Lessor, then Lessor may terminate this Lease.
B. In the event that Lessee falls to comply with any other
terms, conditions, restrictions and covenants pertaining to this
Lease Agreement then in such event, Lessor shall give Lessee notice
of said breach, and request Lessee to cure or correct the same.
Should Lessee fall to correct said violation(s) or breach within
thirty (30) days following receipt of said notice, except that th~s
thirty (30) day period shall be extended for a reasonable period of
Page 24
time if the alleged default is not reasonably capable of cure
wlthln sa~d thirty (30) day period and Lessee proceeds to d~llgent-
ly cure the default, then Lessor shall have the right to terminate
this Lease.
C. In addition to termination of th~s 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 terminatlon date of the
original thirty (30) year term or any extended term
thereof.
2. In the event that Lessee shall f~le a voluntary
petition in bankruptcy or proceedings in bankruptcy
shall be lnstltuted 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 prov~slons of any federal reorga-
nization act; or if a receiver shall take juris-
diction of Lessee and its assets pursuant to pro-
ceed~ngs brought under the provisions of any feder-
al reorganization act; or if a receiver for Les-
see's assets is appointed.
3 In the event that Lessee should make an assignment
of this Lease, for any reason, wlthout 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 does not
cause damage to any part of the hangar, structure or improvements.
D. The Lessor shall have a lien as security for the rent
aforesaid upon all goods, wares, chattels, ~mplements, fixtures,
furniture, tools, and other personal property which are or may be
put or caused to be put on the premises by Lessee
E. Upon termination of this Lease, Lessee shall remove all
personal property from the Premises within thirty (30) days after
said termlnatlon. If Lessee fails to remove its personal property
as agreed, city 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.
F. 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 said removal of personal property and
shall leave the leased premises in a neat and clean condition with
Page 25
all other Improvements in place.
G. Failure of City to declare th~s Lease termlnated upon the
default of Lessee for any of the reasons set out shall not operate
to bar, destroy or waive the r~ght of City to cancel this Lease by
reason of any subsequent violation of the terms hereof The
acceptance of rentals and fees by City for any period or per~ods
after a default of any of the terms, covenants, and condltlons
herein contained to be performed, kept and observed by Lessee shall
not be deemed a waiver of any r~ghts on the part of the City to
cancel th~s Agreement for fallure by Lessee to so perform, keep or
observe any of the terms, covenants and conditions hereof to be
performed, kept and observed.
XV. CANCELLATION BY LESSEE
Lessee may cancel th~s Lease, in whole or part, and terminate
all or any of its obligations hereunder at any time, by thirty (30)
days wrltten notice, upon or after the happenlng of any one of the
following events: (1) issuance by any court of preventlng 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 per~od of nlnety (90) days after receipt of a
written notice of the existence of such breach; (3) the Inability
of Lessee to use said premises and facilities continuing for a
longer period than ninety (90) days due to any law or any order,
rule or regulation of any appropriate governmental authority having
jurisdiction over the operations of Lessor or due to war, earth-
quake or other casualty; or (4) the assumptlon 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 happenlng of any of the four events listed in the
preceding paragraph, such that the Premises cannot be used for
aviation purposes, then Lessee may cancel this Lease as aforesaid,
or may elect to continue th~s Lease under its terms except however
that the use of the Premises shall not be llmlted to aviation
purposes, their use being only limited by such laws and ordinances
as may be applicable at that t~me.
XVI. MISCELLANEOUS PROVISIONS
A. Entlre Aareement. This Lease constitutes the entire
understanding between the partles and as of its effective date
supersedes all prior or lndependent agreements between the partles
covering the subject matter hereof. Any change or modification
hereof shall be in wrltlng slgned by both parties.
B. Lease Blndlna on Successors and Asslqns. All covenants,
Page 26
agreements, provisions and conditions of this Lease shall be
binding upon and inure to the benefit of the respective part~es
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 modlficatlon of
this Lease shall be blnding upon either party unless written and
signed by both parties.
C. Effect of Condemnation If the whole or any part of the
Premises shall be condemned or taken by eminent domain proceedings
by any c~ty, county, state, federal or other authority 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 be required
for any purpose and the rent shall be pa~d up to that day, and from
that day, Lessee shall have the rlght to continue In the possession
of the remainder of the premises under the terms here~n 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 rental per square foot provided for
herein. All damages awarded for such taklng of and for any public
purpose shall belong to and be the property of Lessor. All damages
awarded for such taking structures, improvements or businesses that
were constructed by Lessee shall be reflective of their value for
the remalnder of the Lease term and be awarded to Lessee, the
remaining to be awarded to Lessor.
D. ~ If an provision hereof shall be finally
declared void or illegal by any court or administrative agency
havlng jurisdiction, the entlre Lease shall not be void; but the
remaining provisions shall continue ~n effect as nearly as possible
in accordance w~th the original intent of the part~es
E. Notice. Any notice given by one party to the other in
connection with this Lease shall be ~n writing and shall be sent by
registered mail, return receipt requested, wlth postage and
reglstrat~on fees prepaid:
1. If to Lessor, addressed to:
city Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
2. If to Lessee, addressed to.
Nebrig & Assoclates, Inc
Attn: M~ke Nebr~g
7515 Lemmon Avenue
Dallas, TX 75209
Page 27
Notices shall be deemed to have been received on the date of
receipt as shown on the return receipt.
F. ~ The headings used in this Lease are intended
for convenience of reference only and do not define or limit the
scope or meaning of any provision of th~s Agreement
G. ~ This Lease is to be construed in accor-
dance with the laws of the State of Texas.
H. ~ Lessor reserves the right to restrict and
designate parking areas for all surface vehicles on all areas of
the Airport, except the Premises.
I. tto ne's Fe s. In any action brought by Lessor in which
a judgment is awarded in favor of Lessor for the enforcement of the
obligations of the Lessee, Lessor shall be entitled to recover all
costs from Lessee, including attorney's fees, involved in the
enforcement of this Lease. A reciprocal agreement will be enforced
on behalf of the Lessee
J. Title Commitment and Survev Within fifteen (15) days
after the Effective date, Lessee may procure a TLTA form current
leasehold title commitment (the "Title Commitment") from a title
insurance company reasonably acceptable to Lessee (the "Title
Company") for the issuance of a leasehold policy of title insurance
("Title Policy") to Lessee from the T~tle Company, together with
good legible copies of all permitted exceptions (the "Underlying
Documents") and, a survey of the premises (the "Survey").
K. ~ (Rescinded by th~s First Amended Airport
Lease Agreement.)
L. Term. The effective date of this Agreement is September
30, 1996.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
CITY OF DENTON, LESSOR
BY: ~
TED BENAVIDES, CITY MANAG=~
Page 28
HERBERT L. PROUTY, CITY ATTORNEY
NEBRIG & ASSOCIATES, INC · ,
LESSEE
ATTEST:
SECRETARY
THE STATE OF TEXAS
COUNTY OF DENTON
On this /~ day of ~~_ , 19~7, before me, the
undersigned Notary Public, persona~ly appeare~ Ted Benavldes,
personally known to me to be the person and officer who executed
the within instrument as city Manager of the City of Denton, Texas,
on behalf of the Municipal Corporation therein named and acknowl-
edged to me that the corporation executed
WITNESS my hand and official seal.
My co~isslon expires.
M~y 15, 1997
Page 29
COUNTY OF DENTON
BEFORE ME, the undersigned authority, In and for said County,
Texas, on this day personally appeared ~
known to me to be the person and officer whose name is subscribea
to the foregoing lnstrument and acknowledged to me that the same
was the act of the sa~d Nebr~a & Associates. 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 there~n
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, th~s the /~ day of
NOTARY PUBLIC, STATE OF TEXAS
My Commission expires: /D-~- ~
~ ~.o~{~.~i,~ My Commission Exp,'es 10 2 -99~
Page 30