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2016-052ORDINANCE NO. 2016 -052 AN ORDINANCE APPROVING ASSIGNMENT OF A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND BRUCE BROWN DATED DECEMBER 6, 1994, AND AS ASSIGNED TO RALPH SLATER BY CITY OF DENTON RESOLUTION R95 -014 DATED FEBRUARY 7, 1995, TO PETERSEN HANGARS, LLC; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an assignment of a Commercial Operator Airport Lease Agreement between the City of Denton and Ralph Slater dated February 7, 1995 to Petersen Hangars, LLC in substantially the form of the Consent To Assignment Of Ground Lease which is attached to and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 204. � 1 _ ......... C'1 =IRIS A 1 '1 "S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:--(;`�&I't—&,"ay APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CONSENT TO ASSIGNMENT OF GROUND LEASE WHEREAS, the City of Denton, Texas (the "Master Landlord ") is the sole landlord under that certain Airport Lease Agreement — Commercial Operator dated December 6, 1994 entered into between the Master Landlord, as landlord, and Bruce Brown ( "Brown "), and as assigned to Ralph Slater by Resolution R95 -014 dated effective February 7, 1995 as tenant (the "Ground Lease "); and WHEREAS, the Ground Lease covers approximately 0.479 acres of land located at 922 Aeronca Drive, Denton, Texas, and being more particularly described in the Ground Lease, attached hereto as Exhibit A and incorporated herein for all purposes; and WHEREAS, the interest of Ralph Slater as tenant under Ground Lease was assigned to Petersen Hangars, LLC ( "Assignee ") on or about November 3, 2015 with the approval and consent of Master Landlord; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Master Landlord hereby consents to Assignor's assignment of the Ground Lease to Petersen Hangars, LLC ( "Assignee ") on the following terms and conditions: Assignee agrees to assume and be fully liable for the performance of each and every term, provision, covenant, duty and obligation of Assignor under the Ground Lease, including, without limitation, the duty to make any and all payments of rent. This Consent to Assignment of Ground Lease shall in no way release Assignee from any of its covenants, agreements, liabilities and duties under the Ground Lease. Nothing herein contained shall be deemed a waiver or release of any of the Master Landlord's rights under the Ground Lease. Assignor shall pay to the Master Landlord a transfer fee equal to $500.00 in connection with Master Landlord providing its consent to the Assignment of the Ground Lease. Assignor will pay or will have Assignee pay all of the Landlord's administrative costs on handling and processing the assignment of the Ground Lease from Assignor to Assignee, including without limitation, all of Landlord's reasonable attorneys' fees and Landlord's staff time associated with said assignment. PREVIOUS ASSIGNMENT: Lease Assignment of Commercial Operators Lease at Denton Municipal Airport dated February 7, 1995 between Bruce Brown as assignor and Ralph Slater as assignee. 1 ECU]'ED on this clay of" 20 IS" C:\ Users \111851.CODAD \AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \VQ74QYCI \CONSENT TO SLATER ASSIGNMENT OF GROUND LEASE.docx Attest: Jennifer Walters, City Secretary �.. .. BY: .. � a. Approved as to Legal Form: Anita Burgess, City Attorney —V- City of Denton, Texas B (leorge C. Campbell, City Manager ACKNOWLEDGED AND AGREED: Assignor: Ralph Slater ASSIGNEE: L "I ", Petersen, President C;\ Users \111851.CODAD \AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \VQ74QYCI \CONSENT TO SLATER ASSIGNMENT OF GROUND LEASE.docx RESOLUTION N0. '0A A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING THE ASSIGNMENT BY BRUCE BROWN OF THE "TRACT B" LEASE OF AIRPORT PROPERTY TO RALPH SLATER, SAID PROPERTY CONSISTING OF 20,865.24 SQUARE FEET; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton has leased airport property to Bruce Brown, one such lease being identified as "Tract B11; and WHEREAS, Bruce Brown wishes to assign his interest in the "Tract B11 leased facilities to Ralph Slater; and WHEREAS, Bruce Brown is required to obtain the City's written consent to this assignment; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION I. That under paragraph XI (Assignment of Lease) of the "Tract B11 lease between the City of Denton and Bruce Brown dated December 6, 1994, the City of Denton gives its written consent to the assignment dated January 4, 1995 between Bruce Brown and Ralph Slater, attached as Exhibit A. SECTION II. That consent to this attached assignment is sub- ject to and shall be considered valid only for so long as the named Assignee complies with all terms of the "Tract B" Lease agreement of December 6, 1994 between the City of Denton, Texas and Bruce Brown. SECTION III. That this resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ' /'" day of or_, 1995. ATTEST: BOB CASTLEBERRY, MA JENNIFER WALTERS, CITY SECRETARY w January 4,1995 This letter is to serve notice that Ralph Slater has reached an agreement with Bruce Brown to assume the "Tract B" lease consisting of 20,865.24 square feet that Bruce Brown has with the city of Denton Texas for land at the Denton County Airport. lei ruce Brown Ralph Slater attoen up&, -�- &.j T)", q -Pplpk S la +a W, .2o a10 T�m40�j 1axh5 14, :1. o S `811- 38'7 —�33� S EXHIB uAva."VLP. Wau ORDINANCE NO. ay. -a3a FILE COP ORIGINAI AN ORDINANCE AUTHORIZING THE CITY MANAGER OF THE CITY OF DENTON, TEXAS TO EXECUTE A GROUND LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND BRUCE BROWN FOR APPROXIMATELY 0.479 ACRES OF PROPERTY LOCATED AT THE DENTON MUNICIPAL AIRPORT; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the City Manager is authorized to execute a ground lease agreement between the City of Denton, Texas and Bruce Brown for approximately 0.479 acres of land located at the Denton Municipal Airport, under the terms and conditions contained within this agreement, which is attached hereto and made a part hereof. Q That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the je, day of 1994. ATTEST: APPROVED AS TO LEGAL FORM: MICHAEL A. BUCEK, ACTING CITY ATTORNEY B': AIRPORT LEASE AGREMUM COXNERCIAL OPERATOR THE STATE OF TEXAS S S COUNTY OF DENTON S KNOW ALL MEN BY THESE PRESENTS: WITNEBSETB s WHEREAS, Lessor now owns, controls and operates the Municipal Airport (Airport) in the City of Denton, County of Denton, State of Texas; and WHEREAS, lessee desires to lease certain premises on said airport and construct and maintain an aircraft hangar and related aviation facilities thereon; and NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follow: FOR AND IN CONSIDERATION of the foregoing and the mutual covenants contained herein, the parties hereby agree as follows: NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING. A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical activities for furnishing services to the public is granted the Lessee subject to Lessee agreeing: 1. To furnish said services on a fair, equal and not unjustly discriminatory basis to all users thereof; and 2. To charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that the Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. NON - DISCRIMINATION: The Lessee, for himself, his personal representatives, successors and interests, and Assigns, as a part of Brown Leese Agreement - Tract 0 - Pepe 1 the consideration hereof, does-hereby covenant and agree as a covenant running with the land that: D. NON - EXCLUSIVE RIGHT. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 U.S.C. Appendix 51349. E. PUBLIC AREAS. 1. Lessor reserves the right to further develop or improve the landing area of the airport as it sees fit, regardless of the desires or views of the Lessee, and without interfer- ence or hindrance. 2. Lessor shall be obligated to maintain and keep in repair the landing area of the airport and all publicly owned facilities of the airport, together with the right to direct and control all activities of Lessee in this regard. 3. During time of war or national emergencyr Lessor shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the Brown Leese Agreement - Tract 5 - Pepe 2 provisions of the lease to the Government, shall be suspended. 4. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the airport which, in the opinion of the Lessor, would limit the usefulness or safety of the airport or constitute a hazard to aircraft or to aircraft navigation. 5. This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the airport. II. LEASED PREXX618 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 hire and take from Lessor, the following described land situated in Denton County, Texas: A. . A tract of land, being approximately 20,865.24 square feet, or 0.479 acres, drawn and outlined on Attachment "A" and described therein as Tract B, such attachment being incorporated herein by reference. Together with the right of ingress and egress to said property; and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employ- ees, passengers, patrons and invitees. For .purposes of this agreement, the term "premises" shall mean all property located within the metes and bounds described and identified within Attachment "A" as Tract B, including leasehold improvements con- structed by the Lessee, but not including certain easements or property owned and /or controlled by the Lessor. Lessee further agrees and grants to all other properties described or depicted on Attachment "A" (specifically including the property located in the northeast quadrant of the survey plat, not identified by a tract designation or defined by field notes) the right of ingress and egress across the concrete taxiway as shown on attachment A. B • '" NONE: There will be no improvements provided by Lessor, except as set forth in• Article II.D. "Access to 0!tilities" below. For the purpose of this Agreement, the term "Lessor improve -_,_ meats" shall mean those things on the leased premises belonging to, constructed by, or to be constructed by the Lessor, which enhances Brown Lease Agreement - Tract B - Papa 3 or increases,. or will enhance or increase, the value or quality of the leased land or property. Unless otherwise noted herein.. all Lessor improvements are and will remain the property of the Lessor. All Lessor improvements must be described in detail above, or above referenced and attached to this Agreement in an exhibit approved by the Lessor. C. EASCHENTS. Lessor and Lessee by mutual agreement may establish, on the lease premises, easements for public access on roads and taxiways. D. ACCESS TO UTILITIES. Lessor represents that there are water and 3 -phase electricity lines within three hundred feet (300 ") of the leased premises available to "tap -in" by Lessee, and that the same are sufficient for usual and customary service on the leased premises.' III. TE 71� Lessee covenants and agrees to pay Lessor, as consideration for this lease, the following payments, rentals and fees: A. LAND RENTAL shall be due and payable in the sum of One Thousand Six Hundred Thirty -Six and 92/100 Dollars ($1,636.92) per year, payable in twelve (12) equal monthly installments in the sum of One Hundred Thirty -Six and 41/100 Dollars ($136.41) in advance, on or before the first day of each and every month during the term of this agreement. Notwithstanding the foregoing, the annual lease rental is to be reduced by the product of $0.078452 per square foot, times the number of square feet comprising all easements established in accordance with Article II(c). B. NONE: There are no Lessor improvements on the leased premises. C. PAYMENT, PENALTY. ADJUSTMENTS. All payments due Lessor from Lessee shall be delivered to the Airport Manager, unless otherwise Brown Leas Agreement - Trect 0 - Pepe 4 designated in writing by the Lessor. Payments, which are more than 15 days past due shall be assessed the penalty of one -half of one percent (0'.5) peril y, compounded daily, per each day or a fraction thereof which the payment or fee is more than 1.5 days past due. The yearly rental for land and improvements herein leased shall be readjusted at the and of each five (5) year period during the term of this lease on the basis of the proportion that the then current United States Consumer Price Index for all urban consumers (CPI -U) for the Dallas -Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics bears to the April 1990 index, which was 122.2 (1982 -84 - 100). The original land rental amount is based upon $0.078452 per square foot per year for the land herein leased. However, in no event shall any of the rental adjustments exceed fifty percent (50 %) of the original rental. Each rental adjustment, if any, shall occur on the first day of May 1995, and every five (5) years thereafter. The adjustments in the yearly rent shall be determined 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 the first month of the first year of the lease term. If the product of this multiplication is greater than the minimum yearly rent of as set forth in Section IV.A., Lessee shall pay this greater amount as the yearly rent until the time of the next rental adjustment as called for in this section. If the product of this 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 time, and Lessee shall pay the minimum yearly rent as set forth in Section IV.A., until the time of the next rental adjustment as called for in this section. In no event shall any rental adjustment called for in this section result in an annual rent less than the minimum yearly rent of as set forth in Section IV.A. If the consumer price index for all urban consumers (CPI -U) for the Dallas -Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is discontinued during the term of this lease, the remaining rental adjustments called for in this section shall be made using the formula set forth in 'Subsection (a) above, but substituting the index numbers for the Consumer Price Index - Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI -U) for the index numbers for the CPI -U applicable to the Dallas -Fort Worth geographical region. If both the CPI -U for the Dallas-Fort Worth geographical region and the U.S. City Average are discontinued during the term of this lease, the remaining rental adjustments 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 Brown Lease Agreement - Tract 8 - Page 5 purchasing power of the consumer, dollar during the term of this lease, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor. A. USE OF LEASED PREMISES. Lessee is granted the non - exclusive privilege to engage in or provide the following: 1. Hangar Leases and Rental. The rental or lease of hangars and hangar space and related facilities upon the leased premises. 2. Office Space Lease or Rental. The rental or lease of office space in or adjoining Lessee's hangars. 3. Aircraft Storage and Tie Down. To provide parking, storage and tie down service, for both Lessee's and itinerant aircraft upon or within the leased premises. Lessee, his tenants and sublessees shall not be authorized to conduct any services not specifically listed in this agreement. The use of the lease premises of Lessee, his tenants or sublessees shall be limited to only those private, commercial, retail or industrial activities having to do with or related to airports and aviation. No person, business or corporation may operate a commercial, retail or industrial business upon the premises of Lessee or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or industrial activity. The Lessor shall not unreasonably withhold authorization to conduct aeronautical or related services. B. STANDARDS. Lessee shall meet or exceed the following standards: I- 1. Address. Lessee shall file with the Airport Manager and keep current their mailing addresses, telephone numbers and contacts where they can be reached in an emergency. 2. LJjj Lessee shall file with the Airport Manager and keep current a list of its tenants and sublessees. 3. Conduct. Lessee shall contractually require its employers and sublessees (and sublessee's invitees) to abide by the terms of this agreement. Lessee shall promptly enforce its contractual rights in the event of a default• of such covenants. 4. Utilities. Taxes and Fees. Lessee shall meet all expenses and payments in connection with the use of the Premises and the rights and privileges herein granted, including the Brown Lease Agreement - Treat 5 - Page 6 Brown Lane Agreewt - Tract 0 - Pepe 7 Brown Lone Agreement - Tract B - Pwe a Lessor hereby agrees as follows: A. PEACEFUL EMPLOYMENT. That on payment of rent, fees, and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably hold and enjoy the leased premises and all rights and privileges herein granted,, B. COMPLIANCE. Lessor warrants and represents that in the establishment, construction and operation of said Denton Municipal Airport, that Lessor has heretofore and at this time is complying with all existing rules, regulations, and criteria distributes by the Federal Aviation Administration, or any other governmental authority relating to and including, but not limited to, noise, abatement, air rights and easements over adjoining and contiguous areas, over - flight in landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course of normal take -off and landing procedures from said Denton Municipal, Airport; Lessor further warrants and represents that at, all times during the term hereof, or any renewal or extension of same, that it will continue to comply with the foregoing. VII. sPECIM CONDITI= It is expressly understood and agreed by and between Lessor and Lessee that this lease agreement is subject to the following special terms and conditions. A. RUNWAYS AND TAXIWAYS. That because of the present sixty thousand (60,000) pound continuous use weight bearing capacity of the runway and taxiways of the Airport, Lessee herein agrees to limit all aeronautical activity including landing, take-off and taxiing, to aircraft having an actual weight, including the weight . of its fuel, of sixty thousand (60,000) pounds or less, until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that, based on quall.f ied engineering studies, the weight restrictions and provisions o 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 this clause shall include that activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing. A pattern of negligent disregard of the provisions of this section shall be sufficient to cause the immediate termination of this entire Agreement and subject the Lessee to be, liable for any damages to the Airport that might result. Brown Lou@ Agreement - Tract 9 - Pogo 9 VIII. LZUHROLD XXPROVRI[ MB A. REQUIREMENTS. Before commencing the construction of any improvements upon the premises, Lessee shall submit: 1. Documentation, specifications, or design work, to be approved by the Lessor, which shall establish that the improvements to be built or constructed upon the lease premises are in conformance with the overall' size, shape, color, quality and design, in appearance and structure of the program established by the Lessor on the Airport. 2. All plans and specifications showing the, location upon the premises of the proposed construction; 3. The estimated cost of such construction. No construction may commence until Lessor, acting by its City Council, has approved the plans and specifications and the location of the improvements, the estimated costs of such construction and the agreed estimated life of the building or structure. Approval by the City Council shall not be unreasonably withheld; should the Council fail to deny Lessee's plans and specifications within sixty (60) days of submission thereof to the Council, such plans and specifications shall be deemed approved. Documentary evidence of the actual cost of construction on public areas only (such as taxiways) shall be delivered by Lessee to Lessor's City Manager from time to time as such costs ate paid by Lessee, • and Lessor's City Manager is hereby authorized to endorse upon a copy of this lease filed with the City Secretary of Lessor such actual amounts as he shall have found to have been paid by Lessee, and the findings of the City Manager when endorsed by him upon said contract shall be conclusive upon all parties for all purposes of this agreement. B. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS. Lessee is hereby authorized to construct upon the land herein leased, at its own cost and expense, buildings, hangars, and, structures, that- Lessor and Lessee mutually agree are necessary for use in connection with the operations authorized by this lease, provided however,, before commencing the construction of any improvements upon the premises, Lessee shall submit plans and specificat ions •:'.or approval by.Lessor as specified in Article VIII.A., above. C. OWNERSHIP OF IMPROVEMENTS. All buildings and improvements constructed upon the premises by Lessee shall remain the property of Lessee unless said property becomes the property of Lessor under the following conditions, terms and provisions: 1. Removal of Buildings. No building or permanent f ixture may be removed from the premises. Brown Lase Agreement - Tract 9 - Page 10 2. Assumption. All buildings and improvements of whatever nature remaining upon the leased premises at the end of the primary term, or any extension thereof, of this lease shall automatically become the property of the Lessor absolutely in fee without any cost to Lessor. 3. Building Life. It is agreed that the life of the building to be constructed by Lessee on the property herein leased is twenty -five (25) years. 4. Cancellation. Should this lease be cancelled for any reason before the end of the twenty -five (25) year term, it is 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 twenty -fifth (1/25) of the undepreciated value of such building for each year remaining on the agreed life of such building. The undepreciated value of all improvements is to be determined by having such improvements appraised by three appraisers, one appointed by Lessor, one appointed by Lessee and one appointed by the two appraisers. Any person, corporation or institution that lends money to Lessee for construction of any hangar, structure, building or improvement and retains a security interest in said hangar, struc- ture, buildings or improvement shall, upon default of Lessee's obligations to said mortgagee, have the right to enter upon said leased premises and operate or manage said hangar, structure, building or improvement according to the terms of this Agreement, for a period not to exceed the term of'the mortgage with Lessee, or until the loan is paid in full, whichever comes first, but in no event longer than the term of this lease. It is expressly under- stood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgagee. _ j J. Lessor shall have the right to establish easement;, at no cost to Lessee, upon the leased ground space for the purpose of providing underground utility services to, from or across the airport property or for the construction of public facilities on the Airport. How- ever; any such easements shall not interfere with Lessee's use of the leased premises and Lessor shall restore the property to orig- inal condition upon the installation of any utility services on, in, over or under any such easement or the conclusion of such construc= tion. Construction in or at the easement shall be completed within a reasonable time. Brown Leese Agreement - Tract B - Pepe 11 Z19 ABBIG ENT of LAB Lessee expressly covenants that it will not assign this lease, convey more than ten percent (10 %) of the interest in its business, through the sale of stock or otherwise, transfer license, nor sublet the whole or any part of the said premises for any purpose, except for rental of hangar space or tie -down space, without the written consent of Lessor. Lessor agrees that it will not• unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for the airport related purposes; pro- vided however, that no such assignment, sublease, transfer, license, sale or otherwise shall be approved if the. rental, fees or payments . received or charged are in excess of the rental or fees paid, by Lessee to Lessor under the terms of this lease, for such portion of the premises proposed to be assigned, subleased, transferred, licensed, or otherwise. The provisions of this lease shall remain binding upon the assignees, if any, of Lessee. A. REQUIRED INSURANCE : Lessee shall maintain continuously in effect at all times during the term of this agreement, at Lessee's expense, the following insurance coverage: 1. Comprehensive general liability covering the leased premis- es, the Lessee or its company, its personnel, and its operations on the airport. 2. Aircraft liability to cover all flight operations of Lessee. 3. Fire and extended coverage for replacement value for all facilities used by the Lessee either as a part of this agreement or, erected by the Lessee subsequent to this agreement. 4. Liability insurance limits shall be in the following minimum amounts: Bodily Injury and Property Damage: one Million Dollars ($1,000,000) combined single limits on a per occurrence basis. 5. All policies shall name the City of Denton as an additional named insured and provide for a minimum of thirty (30) days written notice to the City .prior to the effective date of any cancellation or lapse of such policy. 6. All policies must be approved by the Lessor. 7. The Lessor shall be provided with a copy of all such policies and renewal certificates. Brawn Less* ABraanant - Tract B - Pep 12 During the term of this lease,. Lessor herein reserves the right to adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, provisions, or certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor; provided however, that any requirements shall be commensurate with insurance requirements at other public use airports similar to the Denton Municipal Airport, in size and in scope of aviation activities, located in the southwestern region of the United States. Lessee herein agrees to comply with all increased or adjusted insurance requirements that may be required by the Lessor throughout the original or extended term of this lease, including types of insur- ance and monetary amounts or limits of insurance, and to comply with said insurance requirements within sixty (60) days following the receipt of a notice in writing from Lessor stating the following receipt of a notice in writing from Lessor stating the increased or adjusted insurance requirements. Lessee shall have the right to maintain in force both types of insurance and amounts of insurance which exceed Lessor's minimum insurance requirements. In the event that State law should be amended to require types of insurance and /or insurance amounts which exceed those of like or similar public use airports in the southwestern region of the United States of America, then in such event, Lessor shall have the right to require that Lessee maintain in force types of insurance and /or amount of insurance as specified by State law. Failure of Lessee to comply with the minimum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease. IIII. CANCELLATION BY LESM In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in bankruptcy shall be instituted against it and Lessee thereafter is adjudicated ban4rupt pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be divested of its estate herein by other operation of law; or Lessee shall fail to perform, keep and observe any of the terms, covenants, or conditions herein contained, or on its part to be performed, the Lessor may give Lessee written notice to correct such condition or cure such default and, if any condition or default shall continue for thirty (30) days after the receipt of such notice by Lessee, then Lessor may, terminate this lease by a written notice to Lessee. In the event of default, Lessor has the right to purchase any or all structures on the leased premises under.the provisions of Section VIII Paragraph D (Cancellation) hereof. Brown Laths Agreement - Tract B - Page U YIV. CANCNLLRTION BY LEMONS Lessee may cancel this Agreement, in whole or part, and termi- nate all or any of its obligations hereunder at any time, by thirty ( 0) days written notice, upon or after the happening of any one of the followings events: (1) issuance by any court of competent jurisdiction of a permanent injunction in any way preventing or restraining the use of said airport or any part thereof for airport purposes; (2) the breach by Lessor of any of the covenants or agreements contained herein and the failure of Lessor to remedy such breach for a period of ninety (90) days after receipt of a written notice of the existence of such breach; (3) the inability of Lessee to use said premises and facilities continuing for a longer period than ninety (90) days due to any law or any order, rule or regula- tion of any appropriate governmental authority having jurisdiction over the operations of Lessor or due to war, earthquake or'other casualty; or (4) the assumption or recapture by the United states Government or any authorized agency thereof the maintenance and operation of said airport and facilities or any substantial part or parts thereof. Upon the happening of any of the four events listed in the preceding paragraph, such that the leased premises cannot be used for aviation purposes, then the Lessee may cancel this lease as aforesaid, or may elect to continue this lease under its terms except however that the use of the leased premises shall not be limited to aviation purposes, their use being only limited by such laws and ordinances as may be applicable at that time. 17. 7.7 .. A. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties and as of its effective date supersedes all prior or independent Agreements between the parties covering the subject matter hereof., Any change or modification hereof shall be-4n writing signed by both parties. B. BINDING EFFECT. All the covenants, stipulations and agree- ments herein shall extend to, bind and inure to the benefit of the legal representatives, successors and assigns of the respective par- ties hereto. C. i 0 If a provision hereof shall be finally declared void or illegal by any court or administrative agency.hav- ing jurisdiction, the entire Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. D. NOTICE. Any notice given by one party to the other in connection with this agreement shall bar in writing and shall be sent by registered mail, return receipt requested, with postage and registration fees prepaid as follows: Brown Lease Agreennt - Treat B - Page 14 1.. If to Lessor, addressed,to: City Manager City of Denton Denton, Texas 76201 2. If to Lessee, addressed to: Mr. Bruce Brown Route 3 Roanoke, Texas 76262 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt. E. HEADINGS. The headings used in this Agreement are not intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement. F. GOVERNING LAW. This Agreement is to be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF DENTON, TEXAS, LESSOR BY: ATTEST: YEqNNIFER WALTERS, CITY UFll RA CITY OF DENTON, TEXAS BOB CASTLEBERRY, MAYOR APPROVED AS TO LEGAL FORM: MICHAEL A. BUCEK, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS w.. BY Brown Leese Agreement - Tract 9 - Page 15 Z E LBROVWN,, LE ME THE STATE OF TEXAS S Brown Luse ABrossient - Tract 0 - Page 16 January 4,1995 This letter is to serve notice that Ralph Slater has reached an agreement with Bruce Brown to assume the "Tract B" lease consisting of 20,865.24 square feet that Bruce Brown has with the city of Denton Texas for land at the Denton County Airport. �' nice Brown R pit Slater tRAIP, s►g4F-It A02-0 So wi' C 45F. S)r -,AON I—%"?.x ft s 7& `817— �$7 -93 .4 8