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1997-132 FILE REFERENCE FORM 97-132 FILE(S) Date Initials First Amendment to Lease Agreement - Ordinance No. 98-431 12/08/98 JR Second Amendment to Lease Agreement - Ordinance No. 2003-230 07122/03 JR Assignment of Leasehold Interest - Ordinance No. 2004-379 12/07/04 JR Correction and Clarification of Leasehold Interest in Airport Lease - original attached to Ordinance No. 2004-379 04/06/05 JR Aero Properties Lease terminated - Ordinance No. 2005-376 12/13/05 JR NOTE First Amendment to Lease - 98-431 NOTE Amendment to Lease - Ordinance No 2001-116 ORDINANCE NO. q 7-/,..~ ~ AN ORDINANCE AUTHORIZING THE CITY MANGER TO EXECUTE AN AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND EZELL AVIATION INCORPORATED FOR APPROXIMATELY 8.2 ACRES OF PROPERTY LOCATED AT THE DENTON MUNICIPAL AIRPORT, WHICH PREEMPTS THE LEASE ASSIGNED PER RESOLUTION NO. 97-020 TO EZELL AVIATION, INC FROM FOX-51 LIMITED; AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS' SECTION I That the C~ty Manager ts authorized to execute an airport lease agreement between the C~ty of Denton, Texas for approxtmately 8 2 acres of land located at the Denton Mumc~pal Atrport, under the terms and con&tlons contained w~thtn th~s agreement, whtch ts attached hereto and made a part hereof SECTION H. The lease asmgnment per Resolutton No 97-020 to Ezell Avtat~on, Inc from Fox-51 Ltmtted ts hereby preempted SECTION III That th~s ordmance shall become effecttve tmmedtately upon ~ts passage and approval PASSED AND APPROVED thru the b'-/~ day of ~ _, 1997 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY AIRPORT LEASE AGREEMENT COMMERCIAL/FBO WHEREAS, the City of Denton, Texas as Lessor and Ezell Aviation, Incorporated, as Lessee, desire to enter into an airport lease agreement which amends the terms and cond~bons of the lease approved by Ordinance No 97-120 between the City of Denton and Fox-51 Lim;tod which was assigned by the Lessor on April 15, 1997, per Resolution No 97-020 to Ezell Aviation, Inc, NOW THEREFORE This lease and agreement is made and entered into this.~_.."~day of ~ , 1997, but effective May 1, 1997, by and between the C;ty of Denton, a Munlc;pal Corporet~on, situatad(~ Denton County, Texas hereinafter called "Lessor", and Ezell Aviation, Incorporated, a corporetlon of the ~;tate of Texas located at Stephens County Airport, Post Office Box 1793, Breckenridge, Texas, and whose registered agent is Nelson Ezell, located at Stephens County Airport, Post Office Box 1793, Breckenridge, Texas, hereinafter referred to as "Lessee" In consideration of the premises and the mutual covenants, the parties agree that the land to be leased ;s the following described land situated in Denton County, Texas I PREMISES AND USE A Fixed Base Ooaretor Premise TRACT "A" A 100 x 200 foot tract of land being approximately 20 000 square feet, and a 165 x 220 foot tract of land, being approximately 36,300 square feet, having a combined area of approximately 56,300 square feet or 1 29 acres, deecnbed as follows COMMENCING at the northwest corner of a tract of land as conveyed to P F Breen by deed recorded In Volume 127, Page 185 of the Deed Records of Denton County, Texas sa~d po;nt lying in the South right of way line of FM Road 1515, THENCE west along the south nght of way line of FM Road 1515 a distance of 350 feet to a point, THENCE north along the west nght of way line of FM Road 1515 a al;stance of 1 000 feet to a point, THENCE west perpendicular to said right of way line of FM 1515 a distance of 870 feet more or less, to a point on the east edge of the pavement of the north taxiway, THENCE north 13°50'41" west along the east edge of pavement of said north tax,way a d~stance of 10 feet to a po;hr for a comer, THENCE north 76°09'19" east perpendicular to said east edge of pavement a distance of 175 feet to the point of beginning, THENCE north 13°50'41" west 175 feet east of and parallel to said east edge of pavement a distance of 220 feet to a point for a corner, THENCE north 76Q09'19" east perpendicular to said east edge of pavement a d~stance of 5 feet to a point for a comer, THENCE north 13Q50'41" weet 180 feet east of and parallel to sa~d east edge of pavement a distance of 200 feet for a point for a corner, THENCE north 76~09'19" east perpendicular to sa~d east edge of pavement a d~stance of 100 feet to a point for corner, THENCE south 13~50'41" east 280 feet east of and parallel to said east edge of pavement a distance of 200 feet to a point for a comer, THENCE north 76°09'19" east perpendicular to sa~d east edge of pavement a d~stance of 60 feet to a point for a corner, THENCE south 13°50'41'' east 340 feet east of and parallel to said east edge of pavement a d~stance of 220 feet to a point for a comer, THENCE south 76=09'19" west perpendicular to sa~d east edge of pavement a d~stance of 165 feet to the place of beginning and containing 56,300 square feet of land, more or less, as shown on Exhibit "A", attached hereto and incorporated herein by reference PLUS, TRACT "R" All that certain tract or pamel of land lying in the T Toby Survey, Abstract Number 1285, C~ty of Denton, Denton County, Texas, as shown ~n Exhibit B (Tract "B"), and described as follows COMMENCING at the northwest comer of a tract of land as conveyed to the Nobles Company by deed recorded in Volume 2798, Page 695, Real Property Records, of Denton County, Texas said point lying in the south line of F M Road 1515, THENCE north 88033'43'. west w~th the south line of sa~d F M Road 1515 a distance of 265 14 feet, THENCE north 01~50'39" west along and near a fence on the east line of Tom Cole Road a distance of 1000 00 feet, THENCE south 88Q09'21" weet a distance of 902 71 feet to a corner on the east line an asphalt taxlway, THENCE north 12~25'00" west with the east line of sa~d tax,way a distance of 274 35 feet THENCE north 77~35'00" east a distance of 340 00 feet to an ~ron pin set for southwest corner of a tract of land described as property A in Resolution No R91-052, 8-20-1991, C~ty of Denton Denton County Texas and the point of beginning of the herein described tract, THENCE north 77°35'00" east a distance of 389 80 feet to a point for a corner, THENCE south 17°35'52'. east a distance of 115 49 feet to an ~ron pin found at the southeast corner of a tract of land described as property B in Resolution No R91-052, 8-20-1991 C~ty of Denton, Denton County Texas and the point of beginning of the here~n described tract, EZELL AVIATION, INC LEASE AGREEMENT - PAGE 2 THENCE south 55"35'52" west a distance of 280 53 feet to an ~ron pm for a corner, THENCE south 77°36'29'' west a d~stance of 139 91 feet to an iron p~n for corner, THENCE north 12"25'00" west a d~stance of 220 01 feet to the Point of Begmmng and containing 73,766 18 square feet or I 6934 acres of land PLUS, TRACT "C" All that certain tract or parcel of land lying in the T Toby Survey, Abstract Number 1285, C~ty of Denton, Denton County, Texas, as shown in Exhibit B (Tract "C"), and described as follows COMMENCING at the Northwest comer of a Tract of Land as conveyed to the Nobles Company by deed recorded in Volume 2798, page 695, Real Property Records of Denton County, Texas said point lying in the south line of F M Road 1515, THENCE, north 88'33"43 seconds west w~th the south line of sa~d F M Road 1515 a distance of 265 14 feet, THENCE, north 01°50' 39" west along and near a fence on the east line of Tom Cole Road a distance of 1000 0 feet, THENCE, south 88'09'21" west a d~stance of 902 71 feet to a corner on the east I~ne of an asphalt taxlway, THENCE, north t2o25'00" west with the east I~ne of said taxtway a distance of 274 35 feet, THENCE, north 77'35'00" east a distance of 340 00 feet to an ~ron pm at the northwest corner of a tract of land described as property B ~n Resolution No R-91-052, C~ty of Denton Denton County, Texas, THENCE, south 12'25'00" east, w~th the west line of sa~d 1 6928 acre tract a d~stance of 222 00 feet to an iron pin found at the southwest corner of sa~d 1 6928 acre tract and the point of beginning of the herein described tract, THENCE, south 77*degrees 44'34" west a distance of 154 52 feet to an ~ron pm set for the northwest corner of the here~n descnbed tract, THENCE, south 12'25'00" east a distance 200 00 feet to an ~ron p~n set for the southwest corner of the herein described tract, THENCE, north 77'36'29" east a distance of 530 00 feet to an ~ron p~n set for the southeast corner of the herein described tract, THENCE, north 07'49'03" west a distance of 306 14 feet to an iron pin found at the southeast corner of said 1 6928 acre tract a distance of 280 54 feet to a found pin, THENCE, south 55°35'29" west w~th the south line of sa~d 1 6928 acre tract a distance of 280 54 feet to a found iron pin, THENCE, south 77'36'29 seconds west w~th sa~d south line a d~stance of 139 90 feet to the point of beginmng and containing 120,841 858 square feet, or 2 7741 acres of land EZELL AVIATION, INC LEASE AGREEMENT * PAGE 3 The Fixed Base Operator tract, as descnbed in Section I A, w~ll comprise of a total of 250,908 038 square feet or approximately 5 7569 acres Together w~th the right of ingress and egress to the properb/, ~n common w~th others so authorized, of passage upon the Airport property generally, subject to reasonable regulabons of Lessor This right shall extend to Leeeee's employees, passengers, patrons, and ~nwtees B. Uae of Fixed Baaed Ooeretor Premises Lessor does hereby demise and let unto the Lessee, and Lessee does hereby lease and take from the Lessor, the land and facilities herein deecnbed, and the rights, licenses, and priwleges ~n connection with the use of such property and improvements as follows 1 The use. in common with others autho.zed so to do, of sa~d a~rport and all appurtenances facilibes, improvements, equipment and serv~cee which have been or may hereafter be prowded thereat 2 The operation of a transportation system by aircraft, the repairing, maintaining, conditioning, servicing, parking or storage of aircraft or other equipment, the training of personnel and the testing of aircraft and other equipment, the sale, d,sposal or exchange of a,rcraff engines, accessodee, and retstad equipment, the sewic,ng by Lessee of aircraft and other a~rport related equipment, including the right to Install and maintain on sa;d a~rport adequate storage facil*t~es and appurtenances, including right of way necessary therefor the landing, taking off, parking, loading, and unloading of aircraft and other equipment, the nght to load and unload persons, property and ma~l at said airport, by such means as Lessee may des,ra, w~th the right to designate the carders who shall transport Lessee's passengers and their baggage to and from the airport, and, also, the further right to designate the carriers who shall transport Lessee's airborne freight, ~f any, to and from the sa~d airport, the right to install and operate advert;stag s~gns, the general type and design of such s~gns to be reasonable and appropriate, the conduct of any other aviation related business or operations reasonably necessary to the proper necessary and appropriate conduct and operation by Lessee of ~ts bus,ness, and w~thout ~n any way limiting the foregoing, Lessee specifically agrees that, ~f Lessee etscts to engage m or provide any of the above services on the premises here~n leased, Lessee will a Provide service to the public on a non-d~ecnmmatory bas,s. b Conduct and operate its business and management ~n a courteous and efficient manner o If Lessee provides fie-down service, Lessee w~ll provide t~e-down service to overmght or other transient aircraft or aircraft rema~mng at the a;rport for twenty-four (24) hours or less, d If Lessee provides airoraff fuel services, Lessee w,II make ava,labia e;ther by tank truck stationary pump or other au;table dispensing equipment approved by the F~re Marshall of the City of Denton, the quality of gasoline and other petroleum distillates normally found at s~m;lar airports, and all storage tanks for gasoline and other aviation fuets shall be placed underground in accordance with the provls;ons of the F~re Code of the C~ty of Denton for underground flammable I~quid storage tanks · Lessee may not use any of the leased land or premises for the operation of, a motel hotel, private club or bar, apartment house, or for industrial, commercial or retail purposes, except as authorized here~n, without the expressed written consent of Lessor EZELL AVIATION, INC LEASE AGREEMENT - PAGE 4 f Lessee shall have the non-exclusive right to construct and operate a restaurant on the leased premises during reasonable hours as agreed to by Lessee and Lessor g Lessee shall install, maintain, and operate proper radio and metecrolog~cal equipment to man (monitor and respond) the Airport Unicom, frequency 122 7 Lessee w~ll operate the Umcom during normal Airport operating hours, Monday through Fnday, 8 00 A M to 5 00 PM Lessee will have the non. exclusive right to conduct Unicom operations on the above ~dentifled frequency 3 Lessee is hereby authorized to construct upon the land herein leased, at ~ts own cost and expense, buildings, hangars, and structures, including fuel storage tanks or other equipment that Lesser and Lessee mutually agree are necessary for use m connection w~th the operat~oos authorized by this lease, provided, however, before commencing the construction of any improvements upon the premises, Lessee shall submit a all plans and specifications showing the location upon the prem~see of the proposed construction, and b the estimated cost of such construction No constructmn may commence until Lessor, acting by ~ts C~ty Council, has approved the plans and specifications and the location of the ~mprovements, the estimated costs of such construction, and the agreed estimated life of the building or structure Documentary ev~denca of the actual cost of construction shall be bel~vered by Lessee to Lessor's City Manager from time to t,rne as such costs are paid by Lessee, and Leesor's City Manager is hereby authorized to endorse upon a copy of th~s lease filed with the City Secretary of Lessor such actual amounts as he shall have found to have been pa~d by Lessee, and the findings of said City Manager when endorsed by him upon sa~d contract shall be conclusive upon all parties for all purposes of th~s agreement C. Commercial Land Premlee TRACT "D" 1 Commercial Tract "D" - Developed Land subject to Lease Payments All that tract or parcel of land lying in the T Toby Survey, Abstract Number 1285, City of Denton, Denton County, Texas, as shown in Exhibit C (Tract '%"), and described as follows COMMENCING at the northwest comer of a tract of land as conveyed to the Nobles Company by deed recorded In Volume 2798, Page 695, Real Property Records of Denton County Texas said point lying In the south line of F M 1515, THENCE north 88°33'43" west with the south line of said F M 1515 a distance of 265 14 feet, THENCE north 01°50'39" west along and near a fence on the east hne of Tom Cole Road a distance of 1000 00 feet, THENCE south 88°09'21" west a distance of 902 71 feet to a corner on the east line an asphalt taxlway, THENCE north 12°25'00" west w~th the east line of said taxiway a d~stanca of 274 35 feet, EZELL AVIATION, INC LEASE AGREEMENT - PAGE 5 THENCE north 77o35'00" east a d~stance of 280 00 feet to an ~ron p~n set for southwest corner of a tract of land described aa property A in Resolution No R91-052,8-20-1991, City of Denton, Denton County Texas and the point of beginning of the herein described tract, THENCE north 12~25'00" west a distance of 240 00 feet to a point for a corner, THENCE north 77°35'00'' east a distance of 427 15 feet to a point for a corner, THENCE south 17=35'52" east a d~stance of 240 98 feet to a point for a corner, THENCE south 77~35'00'' west a distance of 448 93 feet to the Point of Beginning and conta~mng 105,131 154 square feet or 2 4135 acres of land Together with the right of ingress and egress to the property, in common w~th others so authorized, of passage upon the Airport property generally, subject to reasonable regulations of Lessor This right shall extend to Lessee's employees, passengers, patrons, and mwteee D Uae of Commercial Lend Premises (Tract "D"~ Lessee is granted the non-exclusive priwlege to engage tn or prowde the follow~ng Hangar Lease and Rental The rental or lease of hangars and hangar space and related facilities upon the leased premises 2 Office Space Lease or Rental The rental or lease of office space ~n or adio~mng Lessee's hangars 3 Aircraft Storage and Tie-down To provide parking, storage and tie-down service, for both Leeeee's and ~tinerant aircraft upon or within the leased prem~see Lessee, his tenants and subleases shall not be authorized to conduct any services not spec~§caily hated ~n this agreement The use of the lease premises of Lessee, h~s tenants or sublessee shall be hrn~tad to only those private, commercial, retail or industrial activities having to do w~th or related to airports and aviation No person, business or corporation may operate a commercial retail or Industrial business upon the premises of Lessee or upon the Airport without authonzatlon from the Lessor m a written form approved by City Council The C~ty shall respond to the request for authorization w~thin sixty (60) days of written notification to Leesor's C~ty Manager If authorization ~s not received within the required sixty-day time period, authorization of the act~wty w~ll be considered granted This granting of authorization does not relieve the Lessee or ~t sublessee successor, or assign of compliance w~th terms or conditions in this agreement II PREMISES AND LEASEHOLD IMPROVEMENTS A ~ For the purposes of th~s lease the term "Premises" shall mean all property located within the metes and bounds described above m Section I, including leasehold improvements constructed by the Lessee, but not including certain easements or property owned or controlled by the Lessor EZELL AVIATION, INC LEASE AGREEMENT - PAGE 6 B Imorovement Reaulremer~te In making any improvements on the Premises, Lessee shall comply w~th the following 1 All requirements of the Leesor'a Land Development Code, other than platbng reequ~rements, including but not Iim~tad to Lessor's Building, Fire, Electncal, and Plumbing Codes and other Codes and ordmancee applicable to the improvements to be made, ~nclud~ng the payment of any fees established by ordinance 2 Prior to commencing development, Lessee shall obtain the C~ty Council's determination that the improvements conform to and are compatible with the overall s~ze, shape, color, quality, design appearance, and general plan of the program established by the Leeaor's Master Plan for the Airport 3 Any rules or regulations of the any Federal or State agency hawng jurisdiction thereof 4 Construction of drainage ~mprovements, as required by C~ty's subdivision rules and regulations located at boundary between FBO Tracts "B" and "C" to be completed June 1, 1998 5 The construction of an addition to the existing FBO facility of approximately 7,000 square feet to be completed June 1, 1998 6 Construction of a new hangar of approx~mataly 44,000 square feet to be completed June 1, 1998 7 The City of Denton agrees to pay ten (10) percent of construction costs of the drainage improvements which are deecribe¢ in paragraph 4 above These costs w~ll not be eligible for payment until they have been reweweq and found to be accurate and reasonable by the C~ty of Denton Engineering Department Such costs w~ll not be pa~d until completion of improvements I~sted in 4, 5, and 6 above The ten (10) percent credit w~ll be refunded m twelve monthty increments by reduction of the monthly land lease payments to beg~n the first month after completion of 4, 5, and 6 above C Time for Am)royal bv Council. The required determination by the C~ty Council that the plans are compatible w,th the Master Plan for the Airport shall be made by the Council within s~xty (60) days of proper submission of the plans to Lessor If the Council fails to act within the s~xty (60) days, the plans shall be deemed approved for the purposes of the requirement of compat~bility with the Master Plan, but shall not be deemed approved for any other requirement, including the requirement to comply w~th the Lessor's Land Development Code and other applicable codes D OwnemhlD 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 Bulldinas No building or permanent fixture may be removed from the premises w~thout the written consent of the Lessor EZELL AVIATION, INC LEASE AGREEMENT - PAGE 7 2 Aaaumction All buildings and improvements of whatever nature remaining upon the leased premises at the end of the primary term, or any extension thereof, of this lease shall automatically become the property of Lessor absolutely ~n fee w~thout any cost to Lessor 3 ~ It is agreed that the life of the bu~tding to be constructed by Lessee on the propert~ here~n leased is a Thirty (30) years for existing FBO and commercial tract improvements b Forty-five (45) years for new improvements to be constructed on FBO Tracts A, B, and C 4 Cancellation Should this lease be canceled for any reason before the end of the terms, ~t ~s especially understood and agreed that Lessor reserves the right to purchase all buildings structures and improvements then existing upon the premises by tendering to Lessee [one thirtieth (1/30th) of property on Commem~al Tract D. one forty.fifth (1145) for the new improvements constructed on FBO Tracts A, B, and C, and one-thirtieth (1/30) of the ex~st~ng improvements in FBO Tract A of the undeprec~ated value of such building for each year remaining on the agreed life of such building The undepreciatad value of all improvements ~s to be determined by having such improvements appraised by three appraisers, one appointed by Lessor, one appo~ntad by Lessee and one appointed by the two appraisers, provided however, the total value of such building plus an increase ~n value not to exceed fifty percent (50%) of the original cost of such improvements III. PAYMENTS A. Payments. Fixed Based Oasrator Premises 1 Fixed Base Operator Land Payment Land Rental payments shall be due and payable in twelve (12) equal monthly installments m advance, on or before the 15th of each month Annual rental payments w~ll be based on the following formulae, calculated on the basis of mm;mum yearly rentals adjusted for ~nflat~on as per Section IV a *~Z~.~ $0 061 per square foot m~n~mum yeady rental ($0 061 x 250,908 038 = $15,305 40 land rental per year 1 12 = $1,275 45 land rental per month ) Land rental w;ll be adjusted in two (2) five-(5) year periods (the first such readjustment occurring May 1 2002, the second at May 1, 2007 and annually thereafter per Section IV of th~s lease until May 1, 2019 b ~ The current lease rate will be ~ncreased by a sum of $0 06 per square foot minimum yeady rental, and adjusted annually thereafter per Section IV A of th~s lease until April 30, 2027 2 Hangar end T~e-Down Rental Fees Ten (10%) percent of all hangar and tie-down rental fees collected by Lessee from customers of Lessee each month during the term of this lease An annual certified statement concerning collection of hangar and tie-down space rentals will be submitted within 60 days of the end of the calendar year or, In the event of termination, 60 days from the date of termination 3 Aviation Fuel Fees Fuel payments shall be based on fuel purchased by Lessee and the Lessee's sublessee, assigns, heirs or successors It will include all fuel purchased from off-a~rport fuel vendors The EZELLAVIATION, INC LEASE AGREEMENT- PAGE 8 payment shall be based on the amount of four percent (4%) of net cost of fuel pumhased Net cost of fuel pumhased is the cost of fuel not ~ncludmg taxes on the pumhase Lessee w~ll prowde ~nvoices on a monthly basis along with the payment to the Lessor An annual certified copy of purchases will be submitted w~thin 60 days of the end of the calendar year or ~n the event of termination, within 60 days from the date of termination B. Payments. Commerctsl Land Rental 1 Land Rental Land Rental payments for Commemial Tract "O" shall be due and payable m twelve (12) equal monthly installments ~n advance, on or before the 15th of each month Annual rental payments will be based, and adjusted, on the following formulae a 05/01/97 - 04/30/2011 $008558 per square foot minimum yearly rental ($0 08558 x 105,131 154 -- $8,997 12 land rental per year I 12 = $749 76 land rental per month ) Land rental will be adjusted in two (2) five-(5) year periods (the first such readjustment occurnng May 1, 2002, the second at May 1, 2007 ) Commercial Land will be readjusted per Section IV of this Lease b [~- $0 15 per square foot minimum yearly rental for land descnbed as Commercial Tract "D" on Exhibit "C" Commem~al Land w~ll be readjusted annually per Section IV of th~s Lease IV. PAYMENT ADJUSTMENTS AND TERMS A Adjustments* it is expressly understood and agreed that the yearly rental for the land here~n leased shall be readjusted, up or down, on the basis of the proportion that the then current Umtsd States Cost of Living Index (CPI-U) for the Dallas/Fort Worth, Texas Standard Metropolitan Stat~sbcal Area, as compiled by the U S Department of Labor, Bureau of Labor Statistics, bears to the January 1997, ~ndex which was 150 (1982-84 = 100) Each rental adjustment, if any, shall occur on the 1st day of May, w~th respect to the adjustments defined in Section III The adjustments shall be based on the annual cents per square feet based on the square footage for the F~xed Base Operator and the Commercial Tract The adjustments in the yearly rent shall be detarmmed by multiplying the m~mmum rent as set forth rn section in Section tll by a fraction, the numerator of which is the ~ndex number for the last available month prior to the adjustment, and the denominator of which is the index number for January 1997 which was 150-(19~2-84 = 100)If the prcduct of th;s mult~plication is greatar than the m~n~mum yearly rent as set forth in Section tll, Lessee shall pay this greater amount as the yearly rent until the t~me of the next rental adjustment as called for in th;s section If the prcduct of this multiplication ;s less than the m;ntmum yearly rent of as set forth ~n Section III, there shall be no adjustment ~n the annual rent at that time, and Lessee shall pay the mm~mum yearly rent as set forth m Secbon III The adjustment shall be limited so that the annual rental payment detarmmed for any given year shall not exceed the annual rental calculated for the previous year by more than ten percent (10%) If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region, as compiled by the U S Department of Labor, Bureau of Labor Statistics, ~s d;scontmued during the term of this lease, the remaining rental adjustments called for in th~s section shall be made using the formula set forth ;n Section Iit of this lease, but subsbtuting the index numbers for the Consumer Price Index-Seasonally Adjusted U S City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas-Fort Worth geographical region If both the EZELL AVIATION, INC LEASE AGREEMENT - PAGE 9 CPI-U for the Dallas-Fort Worth geographical region and the U $ City Average are d~scontinued dunng the term of thts lease, the remaining rental adjustments called for ~n th~s section shall be made using the statistics of the BureaU of Labor Statistics of the Un,ted States Department of Labor that are most nearly comparable fo the CPI.U applicable fo the Dallas-Fort Worth geographical region If the Bureau of~ Labor Statlstic~ of the United States Department of Labor ceases to exist or ceases to publish statistics called for in this section adjustments shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor B Payment Term*,: All payments, including land rental, and fees, will be due on the 15th of the month This payment will be for the prior month fees and the current month land rentals Ifpayments are not received before or on the 15th, a 5% penalty will be due as of the 16th If payments are not received by the first of the subsequent month, an additional penalty of 1% of the unpaid rental/fee amount will be due A 1% charge will be added on the first of each subeequent month until unpaid rental/fee payment is made Failure to pay the rent, fee, or either monetary penalty amounts on delinquent rent or fees shall constitute an event of default of this Lease V LEASE TERM8 A, The Fixed Base Oneretor: The term of this Lease shall be a penod of thirty (30) years, commencing on the I st day of May 1997, and ending at midnight on the 30th day of Apnl, 2027, unless terminated under the provisions of this lease Lessee shall have the option to extend the term of th~s Lease for two additional ten (10) year pedods subject to terms negotiated at that time between Lessor and Lessee If Lessee elects to exemlee its option to renew this Lease, Lessee shall notify the C~ty Manager, In writing, at least one hundred eighty (180) days before the expiration of the Imtial thirty (30) year Lease At the end of the initial ten (10) year option, Lessee shall have the option to extend the term of this Lease for an additional ten (10) years subject to terms negotiatad at that time between Lessor and Lessee If Lessee elects to exercise this second option, Lessee shall notify the C~ty Manager, in wdting, at least one hundred eighty (180) days before the expiration of the tmtial ten (10) years B Commeralel Land. Tract D: The remaining term of this lease will be for a term of thirty (30) years, commencing on the 1st day of May, 1997, and continuing through the 30th day of Apnl, 2027, unless earlier tarrninatad under the provisions of the Agreement Lessee shall have the option to extend the term of this Lease for an additional period of ten (10) years subject to terms negotiated at that b me between Lessor and Lessee If Lessee elects to exemise ~ts option to renew this Lease, Lessee shall notify the City Manager, In writing, at least one hundred eighty (180) days before the expiration of the initial thirty (30) year Lease At the ecd of the Inttial ten (10) year option, Lessee shall have the option to extend the term of this Lease for an additional ten (10) years subject to terms negotiated at that time between Lessor and Lessee If Lessee elects to exercise this second option, Lessee shall not~fy the City Manager, in writing, at least one hundred eighty (180) days before the expiration of the m~tial ten (10) years VI. ASSIGNMENT OF LEASE Lessee expressly covenants that it will not asa;ge th~s lease, nor sublet the whole or any part of the sa~d premises for any purpose, except for rental of hangar space or tie. down space, without the written consent of Lessor;, except that any person, corporation or ~nstitution that lends money to Lessee for the construction of any hangar, structure, building or Improvement upon the leased premises and retains a security tnterest ~n said hangar, structure, butlding or improvement shall, upon default of Lessee's obligabon to sa~d mortgagee have the right to enter upon said leased premises and operate or manage se~d hangar, structure, building or EZELL AVIATION, INC LEASE AGREEMENT - PAGE 10 improvement according to the terms of this agreement, for a period not to exceed the term of the mortgage w~th Lessee, or until the loan is paid in full, but in no event longer than the term of this lease Lessor agrees that it will not unreasonably withhold its approval of the sale or sublease of the fac~l~tiee for a~rport related purposes VII. SUBROGATION OF MORTGAGE Any person, corporation or institution that lends money to Lessee for construction, pumhase and or refinance of any hangar, structure, building or improvement and retains a secudty interest m said hangar structure, building or improvement shall, upon default of Lessee's obligabons to said mortgagee, have the nght to enter upon said leased premises and operate or manage said hangar, structure, building or ~mprovement according to the terms of this Agreement, for a period not to exceed the term of the mortgage w~th Lessee or until the loan is paid in full, or such mortgagee shall have the right to remove any bu~ldings or structures from the premises, however, If such mortgagee is planning to remove any bu~ldings, then they w~ll not~fy Lessor in writing of such intent to remove, and Lessor w~ll have s~xty (60) days from receipt of such not,ce to exercise an option to purchase such buildings or structures under the prowslons of Article II hereof It ~s expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgage, those improvements pumhased w~th the borrowed funds, and those improvements pledged to secure the refinancing of the ~mprovements VIII RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessor, upon the leased ground space for the purpose of providing utility services to, from or across the airport property However, any such easements shall not Interfere w~th Leasee'a uae of the "leased ground space" and Lessor shall restore the property to its original condition upon the installation of any utility services on, ~n, over or under any such easement IX CANCELLATION OF LEASE A In the event that Lessee shall file a Voluntary petition ~n Bankruptcy or proceedings m bankruptcy shall be Instituted against it and Lessee thereafter ~s adjudicated bankrupt pursuant to such procaed~ngs, or any court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be divested of ~ts estate herein by other operation of law, or Lessee shall fa~i to perform, keep and observe any of the terms, covenants, or conditions herein contained, or on ~ts part to be performed, the Lessor may g~ve Lessee written notice to correct such condition or cure such default and, ~f any condition or default shall continue for thirty (30) days after the receipt of such notice by Lessee, then Lessor may, termmata th;s leaee by a thirty (30) days written notice to Lessee In the event of default, Lessor has the nght to purchase any or all structures on the leased premises under the provisions of Article II hereof B. Cancellation bv Lessee: Lessee may cancel this Agreement, in whole or part, and terrmnata all or any of ~ta obligations hereunder at any t~me, by thirty (30) days written notice, upon or after the happening of any one of the following events (1) issuance by any court of competent jurisdiction of a permanent ~njunct~on ~n any way preventing or restraining the use of said a~rport or any part thereof for airport purposes, (2) any EZELL AVIATION, tNC LEASE AGREEMENT - PAGE 11 action of the Civil Aeronautics Board and/or Federal Aviation Agency refusing to permit Lessee to operate into, from or through said airport such a~rcraft as Lessee may reasonably desire to operate thereon, the breach by Lessor of any of the covenants or agreements contained here~n and the failure of Lessor to remedy such breach for a period of thirty (30) days after receipt of a written nobce of the existence of such breach, (3) the inability of Lessee to use sa~d prem~ees and facilities continuing for a longer period than ninety (90) days due to any law or any order, rule or regulation of any appropriate governmental authority having Jurisdiction over the operations of Lessor or due to war, earthquake or other casualty, or (4) the assumption or recapture by the United States Government or any authorized agency thereof of the maintenance and operation of said a~rport and facilities or any substantial part or parts thereof X. SPECIAL CONDITION8 It is especially understood and agreed by and between Lessor and Lessee that th~s lease agreement ~s subject to the following special terms and conditions A. Nothing contained herein shall be construed to grant or authonze the granting of an exclusive right within the meamng of Section 1349 of Title 49, Umted States Code Annotated B. Lessor reserves the right to further develop or improve any public parking area, landing area, or other portion of the airport property w~thout notice to Lessee C During time of war or national emergency, declared by the Congress or the President of the Umtsd States. Lessor reserves the right to alter, amend, or suspend this agreement upon demand of m~lita~, or naval authorities of the United States D. Lessee, its personal representative, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running wffh the land that 1 no person on the grounds of race, color, or national or,gm shall be excluded from partlc~pabon ~n, denied the benefits of, or be othe~vise subjected to discrimination ~n the use of sa~d facilities, 2 that in the construction of any improvements on, over, or under such land and the furmshmg of services thereof, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, 3 that the Lessee shall use the premises in compliance with ali other raquiraments ~mposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the-Secretary, Part 21, Nondiscrimination ~n Federally-assisted programs of the Department of Treneportation-Effeotuatlon of T~tle VI of the Clwl Rights Act of 1964, and as sa~d Regulations may be amended That In the event of breach of any of the above nondiscrimination covenants, Lessor shall have the right to terminate the lease and to re-enter and repossess said land and the facilities thereon, and hold the same as if said lease had never been made or ~ssued E. The Lessee assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ~nsure that no person shall on the grounds of race, creed, color, national ong~n, or sex be excluded from participating in any employment actiwties covered ~n 14 CFR Part 152 Subpart E The Lessee assures that no person shall be excluded on these grounds from participating ~n or receiving the servicas or benefits of any program or activity covered by th~s subpart The Lessee assures that it will require that ~ts covered suborgamzations provide assurances to the Lessor that they EZELL AVIATION, INC LEASE AGREEMENT - PAGE 12 similarly will undertake affirmative action programs and that they will require assurances from their suborgantzationa, aa required by 14 CFR Part 152, Subpart E, to the same affect F If Lessor files an action to enfome any covenant, term or condition of this lease, or for the recovery of the possession of the leased area, or for breach of any covenant, term or condition of th~s lease, then Lessee agrees to pay to Lessor reasonable attorneys fees for the services of Lessor's attorney in such action as part of the costa Incurred, such attorneys fees to set by the Court G Lesaor's waiver or breach of one covenant or cond~tion of this lease shall not be deemed a waiver of subsequent breaches of other provisions, and Lessor's acceptance of rental payments shall not be deemed a waiver of any of the provisions of this lease H Lessee shall be provided access to the property leased hereunder e~ther through access "A" or access "B", at Lessor's discretion, as shown on Exhibits "A," "B," and "C" attached hereto and mcorporeteq herein by reference Lessor reserves the right to change Lessee's means of ingress and egress from one designated access to another at Lessor's option Runways and Taxlwava; That because of the present sixty thousand (60,000) pound continuous use weight bearing capecriy of the runway and taxlways of the Airport, Lessee here~n agrees to limit all aeronautical activity including landing, takeoff and tax~ing, to aircraft having an actual weight, ~n¢luding the weight of its fuel, of sixty thousand (60,000) pounds or less, until such time that the runway and designated taxlways on the Airport have been ~mproved to handle aircraft of such excessive weights It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that the Lessee agrees to abide by any such changes or revisions as such studies may dictate "Aeronautical Activity" referred to in th~s clause shall ~nclude that activity of the Lessee or its agents or subcontractors, and its customers and inwtaes but shall not include those activities which it neither controls nor solicits, such as an unsolicited or unscheduled or emergency landing Negligent disregard of the provisions of this section shall be sufficient to cause the Immediate termination of this entire Agreement and subject the Lessee to be liable for any damages to the Airport that might result J ~.' The right to conduct aeronautical actiwties for furmshmg services to the public ~s granted the Lessee subject to Lessee agreeing, 1 To furnish said sen/ices on a fair, equal and not unJustly d~scnm~natory basis to all users thereof, and, 2 To charge fair, reasonable and nOt unjustly d~scr~minatory prices for each unit or sarv~ce, provided, that the Lessee may be allowed to make reasonable and nondiscriminatory d~scounts, rebates, or other similar types of pdca reductions to volume purchasers K. Rleht Of Ift~llvldusle to Maintain Almreft' 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 services on ~ta own a~rorafl w~th its own regular employees (including, but not limited to, maintenance and repair) that ~t may choose to perform L. Public Areas' 1 Lessor reserves the right to further develop or Improve the landing area of the a~rport as ~t sees fit, regardless of the desires or views of the Lessee, and w~thout interference or hmdranca EZELL AVIATION, INC LEASE AGREEMENT - PAGE 13 2 Lessor shall be obligated to maintain and keep in repair the landing area of the a~rport and all publicly owned facilities of the airport, together with the dght to direct and control all activities of Lessee In this regard 3 Dudng 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 m~l~tary or naval use, and, ~f such lease is executed, the provisions of this instrument insofar as they are ~nconsistent with the prows~ons of the lease to the Government, shall be suspended 4 Lessor reserves the rrght to take any action ~t considers necessary to protect the aerial approaches of the a~rport against obstruction, together w~th the nght to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the a~rport which, in the opinion of the Lessor, would limit the usefulness or safety of the a~rport or constitute a hazard to aircraft or to aircraft navigation 5 This Lease shall be subordinate to the prows~ons of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the Airport Xl INSURANCE A. Re,*,ulred Insurance. Lessee, at ;ts expense, shall maintain continuously ~n effect at all braes during the term of this agreement the following insurance coverage 1 Comprehensive general liability covering the leased premises, the Lessee or ~ts company, ;ts personnel, and its operations on the Airport 2 Airoreff llabil~ty to cover all flight operations of Lessee 3 Fire and extended coverage for replacement value for all faclht~es used by the Lessee e~ther as a part of this agreement or erected by the Lessee subsequent to th~s agreement 4 Liability insurance limits shall be in the following minimum amounts Bodily injury and Property Damage One Million Dollars ($1,000,000) combined s~ngle limits on a per occurrence bas~s 5 All policies shall name the C;ty of Denton as an add;t~onal named insured and prowde for a minimum of thirty (30) days written notice to the City pnor to the effecbve date of any cancellation or lapse of such policy 6 All policies must be approved by the Lessor 7 The Lessor shall be provided with a copy of all such policies w~thln thirty (30) days of the s;gmng of th~s Agreement During the original or extended term of th~s Lease, Lessor herein reserves the nght to adjust or Increase the liability insurance amounts required of the Lessee, and to require any additional r~der prows~ons, or certificates of insurance, and Lessee hereby agrees to prowde any such insurance requirements as may be required by Lessor, provided however, that any requ~rementa shall be commensurate with insurance requirements at other pubhc use airports similar to the Denton Mumctpal EZELL AVIATION, INC LEASE AGREEMENT - PAGE 14 Airport, in size and in scope of aviation activities, located ~n the southwestern region of the Umted States Leases 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 ~neurance and monets~/amounts or limits of insurance, and to comply with said ~nsurance requirements within sixty (60) days following the receipt of a notice in writing from Lessor stating the ;ncr.seed or adjusted insurance requirements Lessee shall have the right to maintain in force both types of ~nsurance and amounts of insurance which exceed Lesecr's m~nimum insurance requirements In the event that State I~tw should be amended to require additional types of insurance and/or insurance amounts which exceed those of like or s~m~lar public use a~rports in the southwestam region of the United States of Am.rice, then ~n such event, Lessor shall have the r~ght to requ~rs that Lessee maintain in force types of insurance and/or amount of insurance as specified by State law Failure of Lessee to comply with the m~nlmum specified amounts or types of ~nsurence as required by Lessor shall constitute Lessee'a default of this Lease B. ~ During all times that this lease ts 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 City with respect to Its acts or omissions hereunder For all the purposes hereunder, Les"se la and eh. Il be deemed an Independent contractor and It ts mutually agreed that nothing contslned herein .bell be deemed or construed to constitute i partnership or joint venture between the parties hereto. Lessee agrees to indemnify and hold harmless the City and Its agents, employees, and repreeentstlves from and ag. Inet all liability for any and all ctalms, suits, demands, and/or actions arising from or baaed upon Intentional or negligent acta or omissions on the part of Lessee, Its agents, representatives, employees, members, patrons, visitors, contractors and subcontractors (if any), and/or eublesses, which may arise out of or result from Leesee's occupancy or uae of the premises and/or activities conducted In connection with or incidental to this Lees. Agreement. Leases shall also indemnify City against any and all mechanic's and matsrialmen'a liens or any other types of liens imposed upon the premises demi"sd hereunder arising aa e result of Leeses'a conduct or activity. This Indemnity Provision extends to any and all such claims, suits, demands, and/or actions regardless of the type of relief sought thereby, and whether such relief la in the form of damages, judgments, and co.ts and reesonsbis attorney's fees end expenses, or any other legal or equitable form of remedy. Thts Indemnity Provtalon shall apply regardless of the nature of the Injury or harm alleged, whether for Injury or death to parsons or damage to property, and whether such claims by alleged at common law, or statutory or constitutional claims, or otherwise. This Indemnity Provision shell apply whether the basis for the claim, suit, demand, and/or action may be attributable In whole or In part to the Less"s, or to any of its agents, representatives, employees, membem, patrons, visitors, contractors (if any), and/or subleases or to anyone directly or Indirectly employed by any of them Further. City assumes no responsibility or liability for harm, Injury, or any damaging events which are directly or Indirectly attributable to premise defects or conditions which may now exist or which may hereafter arise upon the premises, any and all such defects being expressly waived by Les"se. Leases 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 aeaertsd by or on behalf of Lessee or any of its members, patrons, visitors, agents, employees, contractors and subcontractors (if any), and/or aubtasaee EZELL AVIATION, INC LEASE AGREEMENT - PAGE 15 It ts expressly understood and agreed that the City shall not be liable or responsible for the negligence of Lessee, Its agents, servants, employees end customer.. Lessee further agrees that It shall st all times exercise reasonable precautions for the safety of end shell be solely reeponelble for the safety of Its agents, r.pr.eentstlvee, employees, members, patrons, visitors, contractors end subcontrsctors (If any), and/er sub-IMM, and other persons, es well as for the protection of supplies end equipment end the property of Lessee or other persons Le~eee further egr"e~ to comply with all eppllcsbfa provtslons of Fader"l, State and municipal safety laws, regufaflone, and ordinances PROVIDED FURTHER, that the Lessee end the City each sgr"e to give the other party prompt and timely notice of any such ctalm made or suit Instituted which In any way, dlr"ctly or Indirectly, contingently or otherwise, effects or might effect the Lessee or the City Lessee further egr"ee that this Indemnity Provision shell be considered ee an additional remedy to City and not en exclusive remedy. XII, STANDARDS Lessee shall meet or exceed the following standards A. Address: Lessee shall file with the City Manager's mrport designee and keep current ~ts mmhng address, telephone number(s) and contacts where he can be reached m an emergency B Ltat: Lessee shall file with the City Manager's mrport designee and keep current a hst of ~ts tenants and subleases C. Conduct: Lessees shall contractually require ~ts employees and sublessee (and sublessee's mvitaes) to abide by the terms of this agreement Lessee shall promptly enforce its contractual rights m the event of a default of such covenants D Utilities. Taxes and Fees: Lessee shall meet all expenses and payments tn connection w~th the use of the Premises and the rights and privileges herein granted, including the timely payment of utilit~es, taxes, permit fees, hcense fees and assessments lawfully levied or assessed E Laws' Lessee shall comply with all current and future federal, state and local laws, rules and regulations which may apply to the conduct of business contemplated, including rules regulabons and ordinances promulgated by Lessor, and Lessee shall keep m effect and post m a prominent place ell necessary and/or required licenses or permits F. ~' Lessee shall he responsible for the mmntenance repmr and upkeep of all property, buildings, structures and improvements, including the mowing or elimlnat~on of grass and other vegetation on the Premises, and shall keep smd Premises neat, clean and m respectable condition, free from any objectionable matter or th~ng G Unauthorized Uae of Premises: Lessee may not use any of the leased lend or premmes for the operation of e motel, hotel, restaurant, pnvata club or bar, apartment house, or for industrial commercial or retail purposes, except as authorized harem H Dwelllno_e: It is expressly understood and agreed that no permanent dwelling or dom,cde may be built, moved to or established on or within the leased premises nor may the Lessee, h~s tenants mviteee, or guests be permitted to reside or remain as a resident on or within the leased premises or other airport premises EZELL AVIATION, lNG LEASE AGREEMENT - PAGE 16 Chemloa#l: Lessee agrees to properly store, collect and dispose of all chemicals and chemical residues, to properly store, confine, collect and d~spose of all paint, including paint spray m the atmosphere, and paint products, and to comply w~th all Local, State and Federal regulations governing the storage, handling or disposal of such chemicals and paints J Siena: During the term of this Agreement Lessee shall have the right, at ~ts own expense, to place In or on the lease Premises signs identifying Lessee Said signs shall be of a s~ze, shape and design, and at a location or locations, approved by the Lessor and in conformance w~th any overall directional graphics or sign program established by Lessor on the Airport Lessor's approval shall not be withheld unreasonably Said signs shall be maintained in good repair throughout the term of th~s agreement Notwithstanding any other provision of this agreement, said signs shall remain the property of Lessee Lessee shall remove, at Its expense, ali lettering, signs and placards so erected on the premises at the expiration of the term of this Agreement or extensions thereof XlII. COVENANTS BY LESSOR Lessor hereby agrees as follows A. To provide and pay for the installation and monthly electricity required for security I~ghtmg at the airport which Lessor requires to be installed under any safeb/or fire regulations, or as may be reqmrad by Lessor;, B To maintain the airport in an acceptable condition for general aviation actiwt~es on said a~rport, C Lessor covenants and agrees not to enter Into any subsequent lease, contract, or agreement with any other person, firm or corporation for the operation of a fixed base general aviation operation or business similar to Lessee's business on the airport containing more favorable terms than th,s agreement or not accorded to Lessee hereunder unless the same rights, prlwleges and concessions are concurrently and automatically made available to Lessee D That on payment of the rent, fees, and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably hold and enjoy the leased premises and all the rights and privileges herein granted E. Lessor warrants and represents that In the establishment, construction and operation of the sa~d Denton Municipal Airport, that Lessor has heretofore and at th~s time is complying w~th all ex~sbng rules regulations, and criteria distributed by the Federal Aviation Agency, Civil Aeronautics Board or any other governmental authority relating to and including, but not I~m~ted to, no,se abatement, a~r rights and easements over adjoining and contiguous areas, over*flight in landing or take-off, to the end that Lessee w~ll not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations over adjoining property in the course of normal take-off and landing procedures from sa~d Denton Municipal Airport, Lessor further warrants and represents that at all t~mes during the term hereof, or any renewal or extension of the same, that ~t w~ll continue to comply w~th the foregoing XlV. COVENANTS BY LESSEE Lessee hereby agrees as follows A To indemnify and hold harmless the Lessor from and age;net all loss and damages, ;ncludmg death, personal injury, loss of property or other damages, ansing or resulting from the operet~on of Lessee's business in and upon the leased premises EZELL AVIATION, INC LEASE AGREEMENT - PAGE 17 B. Not to make or suffer any waste to be made of the premises and will keep said premises neat, clean and respectable condition, free from objectionable matter or thing C. To observe and comply with all current and future laws and ordinances and all regulations of federal, state, county or city airport authorities or agencies having jurisdiction over the conduct of operations at the airport D To keep adequate records of income and expenses and make such records reasonably available, upon request, to the Director of Finance of the C~ty of Denton, Texas E. Lessee will quit possession of all premises leased herein at the end of the primary term of th~s lease or any renewal or extension thereof, and deliver up the premises to Lessor in aa good condit~on aslexisted when possession was taken by Lessee, reasonable wear and tear excepted F Lessee shall, at its expense, procure ali licenses, certificates, permits, or other authorizat~on from any and all governmental authorities, ~f any, having jurisdiction over the operations of Lessee XV. MISCELLANEOUS PROVISION8 A Uti#flee Lessee shall provide all utilities for the premises leased to Lessee at its own cost and expense, Utilities shall also Include any security lighting required by Lessee for the convenience of customers of Lessee Lessee shall have the right to connect to the mrport water line now existing and to connect to any future utility lines at Leasee's expense B. ~ This Agreement constitutes the entire understanding, between the part;es and as of its effective date supersedes all prior or independent Agreements between the parbes covering the subject matter hereof Any change or mod~tication hereof shall be ~n writing s~gned by both partlee C. ~a~IIEg.F.~[~C.,~ All the covenants, stipulations and agreements here~n shall extend to b~nd and ~nure to the benefit of the legal representatives, successors and assigns of the respective parties hereto D, ~Le.y. lr. ilJ~Jllt~, If a provision hereof shall be finally declared void or ~llegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void, but the remmnmg provisions shall continue in effect aa nearly as possible m accordance w~th the original mtsnt of the parties E. Notice. Any notice given by one party to the other in connection with th~s Agreement shall be m writing and shall be sent by registered mail, return receipt requested, w~th postage and registrat~on fees prepaid 1 If to Lessor, addressed to City Manager City of Denton Denton, Texas 76201 EZELL AVIATION, INC LEASE AGREEMENT - PAGE 18 2 If to Lessee, addressed to Mr Nelson Ezell Post Office Box 1793 Breckenrlclge, Texas 76424 Notlcea ehatl be deemed to have been received on the date of receipt as shown on the return receipt F l~eadlnae The hesdlnge used In this ^greemer~t ate intended for convenience of rel'erence only and do not define or limit tl3e scope ~3 ~overnlng ~ This agreement la to be construed in accordance with the laws of the State of Texas IN WITNEBS WHEREOF, the parties have executed thl~ Agreement as of the clay and year first above writtell CITY OF DENTON LESSOR ATTEST JENNIFER WALTERS CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY EZELL AVIATION, INCORPORATED NELSO~ EZELL ..~ TITLE EZELL AVIATION INC LEASE AGREEMENT - PAGE 19 THE STATE OF TEXAS § COUNTY OF DENTON § Thisinstrumentwasacknowledgedbe~ meonthe dayof ,1997by Nelson Ezell NOTARY PUBLIC, STATE OF TEXAS My Commission Expires EZELL AVIATION, INC LEASE AGREEMENT - PAGE 20 TRACT A Access FBO TRACT "A" = shaded area EXHIBIT "B" S 88'09'21"W 902 71' FBO Tracts "B' and "C" EXHIBIT "C" NO .3 NO ~ !~09'21' 902 Commercial Tract D AN ORDINANCE AUTHORIZING THE FIRST AMENDMENT TO AIRPORT LEASE AGREEMENT COMMERCIAL/FBO BETWEEN THE CITY OF DENTON AND EZELL AVIATION, INC, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, certain real property upon the Denton Municipal Airport was leased to Ezell Aviation, Inc, a Texas Corporation, by an Airport Lease Agreement Commerc~al/FBO effective May 1, 1997 WHEREAS, the City of Denton and the lessee desire to amend the lease agreement, and WHEREAS, the Airport Advisory Board for the City of Denton has recommended approval of the First Amendment, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the attached First Amendment to Airport Lease Agreement Commerclal/FBO between the City of Denton and Ezell Aviation, Inc is approved SECTION II That the City Manager is authorized to execute the attached lease amendment on behalf of the City and the City Secreta~ is directed to affix this ordinance with the executed lease amendment to the Airport Lease Agreement Commermal/FBO effective May 1, 1997, inscribing on the original agreement the fact it has been amended and the effective date of the amendment ~ That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED thls the ~'~-'~-~_ day of ~-/~~ ,1998 JA~ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY FIRST AMENDMENT TO AIRPORT LEASE AGREEMENT COMMERCIAL/FBO STATE OF TEXAS § COUNTY OF DENTON § WHEREAS, this First Amendment To Airport Lease Agreement Commerclal/FBO ("Amendment") Is entered into by and between the C~ty of Denton ("Lessor") and Ezell Aviation, Inc ("Lessee"), and WHEREAS, on or about May l, 1997, an Airport Lease Agreement Commereial/FBO ("Airport Lease") was effective by and between the City of Denton and Ezell Aviation, Inc, and WHEREAS, Lessee and Lessor desire to amend the Airport Lease tn order to evidence certain additional agreements between Lessor and Lessee, and WHEREAS, as partial consideration for the Amendment, Lessee has constructed a public ramp on property Immediately adjacent to the Premises and desires to release Lessor from any and all clmms, causes of action, and suits in equity arising out of or in any way related to the construction of the public ramp and/or arising out of or in any way related to the Airport Lease through the date of flus Amendment, NOW, THEREFORE, m consideration of the mutual promises and agreements contmned in flus Amendment, including the recitals set forth above, the parties agree as follows 1 All of Article II, Section B of the Airport Lease relating to the Improvement Reqmrements is hereby and herevath amended to read as follows B. Imnrovement Reoulrement~. 1 In making any improvements on the Premises, Lessee shall comply with the following a All reqmrements of the Lessor's Land Development Code, other than plattmg reqmrements, mcludmg but not hmited to Lessor's Budding, Fire, Electrical, and Plumbing Codes, and other Codes and ordlnatlces apphcabie to the improvements to be made, mcludmg the payment of any fees established by ordinance b Prior to commencing development, Lessee shall obtain the C~ty Councd's determmatmn that the Improvements conform to and are compatible with the overall Amendment to An'port Lease Agreement Commercial/FBO Page 1 of 5 size, shape, color, quality, design, appearance, and general plan of the program estabhshed by the Lessor's Master Plan for the Airport c Any rules or regulations of any and all Federal or State agency having jurisdiction thereof d Construction of drainage improvements, as required by City's subdivision rules and regulations, located at boundary between FBO Tracts "B' and "C' to be completed prior to any development pursuant to Section I1 (B) (1) (f) listed herein below e The remodeling of approximately 7,000 square feet of the existing FBO facility to be completed June 1, 1999 f ConsU'uctlim of new s~ructure(s) totalmg of approximately 12,000 or more square feet to be completed by June 1, 2003 2 The Lessor agrees to pay ten (10) percent of construction costs of the dramage improvements which are described In paragraph II (B) (1) (d) above These costs will not be eligible for payment until they have been reviewed and found to be accurate and reasonable by the City of Denton Engineering Department Such costs will not be paid until completion of Improvements hsted in 4, 5, and 6 above The ten (10) percent credit will be refunded In twelve monthly increments by reduction of the monthly land lease payments to begin the first month after completion of 4, 5, and 6 above 3 Lessee shall malntam the public ramp located west of Tracts A and C and between Taxlway A, for a period of three (3) years following the execution of this Amendment Lessee, at Lessee's sole costs and expense during said three (3) year period, shall keep the said public ramp m good, clean condmon, and shall make all needed repau's If any repmrs reqmred to be made by Lessor hereunder are not made wlthm thu'ty (30) days after written nnt~ee delivered to Lessee by Lessor, Lessor may at its option make such repau's without liability to Lessee for any loss or damage of any and eve~ kind by reason of such repan's, and Lessee shall pay to Lessor on demand as additional rental under this Au-port Lease the cost of the repairs together with mterest at the maximum legal rate m effect m the State of Texas from the date of payment by Lessor until repmd by Lessee 4 Article III, Section C of the Airport Lease Is hereby and herevath added and reads as follows C Credits Lessor shall credit Lessee a total of $12,545 40 over a five (5) year period from this lease at a rate of $209 09 per month ($2,509 08 per year) for the construction of the a new public access au'craft ramp located west of Tracts A and C and between TaXlWay A and the release of any and all clauns related thereto Sa~d monthly credit amount shall begin as of 1998 5 All of Article XlV oft. he Airport Lease ts hereby and herewith amended to read as follows XlV COVENANTS BY LESSEE Lessee hereby agrees as follows A To indemnify and hold harmless the Lessor from and agamst all loss and damages, including death, personal mjuly, loss of properW or other damages, arlsmg or resulting from the operation of Lessee's busmess in and upon the leased premises Amendment to Au'port Lease Agreement Commercial/FBO Page 2 of 5 B. As the administrator of an aviation fuel d~spensmg operation, Lessee shall indemnify and hold harmless the Lessor, Lessor's successors, assigns, servants, agents, employees, of and from any and all claims, demands, actions, causes of action or suits m equity of any and every kind or character, arising out of or m any way related to fuel releases that occur on the Premises, airport properly, City of Denton Properly, and/or the property adjacent thereto If such a release occurs, Lessee shall be responsible for mmganon and remedianon efforts as required by the Texas Natural Resource Conservation Commission, the U S Environmental Protection Agency, and/or any and all other governmental agenclas C Not to make or suffer any waste to be made of the premises and will keep said premises neat, clean and respectable condition, free from objectionable matter or thing D To observe and comply with all current and future laws and ordinances and all regulations of federal, state, county or city airport authorities or agencies having jurisdiction over the conduct of oporatwns at the airport E To keep adequate records of raceme and expenses and make such records reasonably available, upon request, to the Du'ector of Finance of the City of Danton, Texas F Lessee will quit possession of all premises leased harem at the end of the prunary term of this lease or any renewal or extension thereof, and dehver up the premises to Lessor m as good condition as existed when possession was taken by Lessee, reasonable wear and tear excepted G Lessee shall, at its expense, procure all licenses, certificates, permits, or other authorization from any and all governmental authorities, if any, having jurisdiction over the operations of Lessee H Lessee shall, m the course of marketing its own goods and services, market and promote the Denton Municipal Alrpor! and various events held at the Denton Municipal Airport This Amendment is intended to amend the prov~sions of the Airport Lease only to the extent expressly set forth above All of the terms covenants, provisions, and condmons set forth tn the Airport Lease are ratified and confm~ed except as expressly modified by this Amendment Tlus Agreement shall be b~ndlng upon and shall mure to the benefit of the respective successors and assigns of Lessor and Lessee In partial consideration for the amendments referenced herein above, Lessee does hereby and herewith release Lessor of and from any and all clmms, causes of action, and/or stats m eqtuty arising out of or tn any way related to the construction of the public ramp located west of Tracts A and C and between Tax,way A Lessee does hereby and herevoth also release Lessor of and from any and all clmms, causes of action, and/or suits ~n eqmty arising out of or m any way related to thts A~rport Lease prior to the execution of tlus Amendment Amendment to A~rport Lease Agreement CommerclalfFBO Page 3 ot ~ IN ~'I_TNESS, ~W,H~EREOF, the parties have executed this Amendment as of the ~-- day of~ 1998 CITY OF DENTON, LESSOR JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY EZELL AVIATION, INCORPORATED NELSON ~ZI~LL TITLE Amendment to Au'port Lease Agreement Commer¢lal/FBO Page 4 of 5 THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the ~q~day of (~Y,~ ~vu, 1998 by Nelson Ezell NOTARY PI~BLI/C, STATE OF TEXAS My Commission Expires Amendment to Airport Lease Agreement Commerclal/FBO Page 5 of 5 OP IN CENO AN ORDINANCE AUTHORIZING THE CITY MANGER TO EXECUTE AN AMENDMENT TO THE COMMERCIAL AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND EZELL AVIATION, INCORPORATED WHICH WAS ADOPTED PER ORDINANCE NO 97-132 TO ALLOW FOR THE AUTHORIZATION OF COMMERCIAL, RETAIL, OR INDUSTRIAL BUSINESS UPON LEASED PREMISES WITHOUT FORMAL WRITTEN CONFIRMATION OF THE CITY COUNCIL, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Manager is authorized to execute an amendment to the commercial lease agreement between the C~ty of Denton, Texas and Ezell Aviation Incorporated, which was approved per Ordinance No 97-132 to allow for the authorization of commercial, retail or industrial business upon leased premises without formal written confirmation of the city council, under the terms and conditions contained within the amendment, which is attached hereto and made a part hereof SECTION 2 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ~r/~ day of ~/~tS~'~ , 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY AMENDMENT TO AIRPORT LEASE AGREEMENT BETWEEN EZELL AVIATION, INCORPORATED AND THE CITY OF DENTON, TEXAS THESTATE OFTEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § WHEREAS, Ezell Awat~on, Incorporated have indicated that certain prows~ons of the May 6, 1997 Lease Agreement between ~tself and the City of Denton, Texas, Lessor, are causing d~fficulty m securtng a wable use of the leased premises, and WHEREAS, Lessor desires to cooperate m the Lessee's interest tn its lease prermses at the Denton Mumc~pal Au'port, This Lease Amendment ("Amendment") ~s made and executed th~s ~ day of March, 2001, at Denton, Texas, by and between the City of Denton, Texas, a mume~pal corporation, beretnaf~er referred to as "Lessor," and Ezell Aviation, Incorporated referred to as "Lessee" Tlus Amendment amends the Lease Agreement executed on May 6, 1997 (the "Agreement") between Lessor and Lessee to the extent contained heretn only, all other prows~ons of the Agreement not specifically modified hereto rematn m full force and effect as or~gtnally written The last paragraph of Article I D of the Agreement ~s hereby amended to read as follows I PREMISES AND USE D USE OF COMMERCIAL LAND PREMISES (TRACT "D") Lessee, his tenants and sublessee shall not be authorized to conduct any services not spec~fieally hsted m th~s agreement The use of the lease premises of Lessee, 'ms tenants or sub lessee shall be hm~ted to only those private, commercml, retml or industrial act~wt~es havtng to do w~th or related to an-ports and awat~on No person, bustness or corporation may operate a commercml, retml or mdustrml bustnass upon the premases of Lessee or upon the Au'port w~thout author~atlon from the Lessor m written form The C~ty shall respond to the request for authorization w~thm smty (60) days of written notrficat~on to Lessor's City Manager If authorization ~s not received w~thm the required s~ty-day tune per~od, authorization of the act~wty wall be considered granted T'ms granttng of authorization does not reheve the Lessee or ~ts sublessee, successor, or assign ofcomphance w~th terms or conditions tn t'ms agreement IN WITNESS WHEREOF, the parties have executed tbas Amendment to the Agreemem as of the day and year first above written CITY OF DENTON, TEXAS, LESSOR MICHAEL W JEZ, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY EZELL AVIATION, INCORPORATED, LESSEE NELSON EZELL, PR~ENT THE STATE OF TEXAS § cou vr¥ DENTON § BEFORE ME the und~d,~]~tt)~ty, a Nota~ Pubhc tn and for smd State of Texas, on th~s day personally appeared'~, known to me to be the person who s~gned and executed the foregoing instrument, and acknowledged to me that tins instrument was executed for the purposes and consideration thereto expressed (~/GIVEI~ UNDER MY HAND AND SEAL OF OFFICE this ~ day of I '~ ^~0R'~YT~ l NOTA~.i r PUBLIC, SJ~ATE O~/TEXAS Notary Public, State of Texas K .............. ~00~ _ J My Commission Exptres THE STATE OF TEXAS § COUNT¥OF q' hSm_3 § Tlus instrument was acknowledged before me on the ~ day of ~"~O..~O._[,~. ,2001 by Nelson Ezell, tn the capacity as noted m the foregoing instrument ~[.~'[~°3 NOTARY Vlmh_IC_ ~ NOTARY PUBLIC, STATE OF TEXAS My Commission Expxres )~-(~ -(9 I