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20-2101
ORDINANCE NO .20-2101 AN ORDINANCE OF THE CITY OF DENTON APPROVING AN ASSIGNMENT OF AIRPORT LEASE FROM PLANES OF HISTORY, INC. TO SAMSEV, LLC OF AN AIRPORT LEASE COVERING PROPERTY AT 4665 SPARTAN DRIVE, DENTON, TEXAS AT THE DENTON ENTERPRISE AIRPORT; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE ASSIGNMENT OF AIRPORT LEASE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 27, 2001, the City of Denton, a Texas home-rule municipal corporation (hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator (the “Lease”) with Mr. Jack Faas (“Faas”) covering property located at 4665 Spartan Drive, Denton, Texas, as more fully described in the Lease (the “Property”), at the Denton Enterprise Airport (“Airport”), which Lease was approved by the City pursuant to Ordinance No. 2001-134; and WHEREAS, on February 17, 2009, Faas assigned his interest in the Lease to Planes of History, Inc. (“Assignor”) and the Lease was amended (the term “Lease” herein includes the amended Lease), which assignment and amendment were approved by the City pursuant to Ordinance No. 2009-043; and WHEREAS, Assignor has agreed to assign its interest in the Lease, including certain improvements thereon, to Samsev, LLC (“Assignee”); and WHEREAS, the Lease requires the written consent of the City for the proposed assignment to be effective, and Assignor has requested the City give such consent; and WHEREAS, at the October 29, 2020 meeting of the Council Airport Committee, the Committee recommended that the City approve the Assignment of Airport Lease for the Property by a vote of 3 to 0; and WHEREAS, the City Council deems it in the public interest to enter into an Assignment of Airport Lease giving consent to the assignment contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The Assignment of Airport Lease for the Property in the form attached hereto as Exhibit A is hereby approved and made a part of this Ordinance for all purposes. SECTION 3. The City Manager, or his designee, is hereby authorized to execute the approved Assignment of Airport Lease . 1 SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The moaon to apprpve this Ordinance was made by GhlkMM and =:Ti=HH''"’-""*; T’=b“'MSt:WHWd’:; Aye Z ./ Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1 : Keely Briggs, District 2: Jesse Davis. District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: ,/ / a J’ a PASSED AND APPROVED this the IOK day ofF+qeMb#, 2020. > CHRIS WATTS, MAYOR By: Mayor Pro Tem Gerard Hudspeth ATTEST: ROSA RIOS, CITY SECRETARY BY:. /£92U APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY „'Zak Exhibit A ASSIGNMENT OF AIRPORT LEASE DENTON ENTERPRISE AIRPORT DATE :Nd@bl: \O , 2020 ASSIGNOR: ASSIGNEE: Planes of History, Inc. Samsev, LLC LANDLORD :City of Denton, a Texas home-rule municipal corporation LEASE :Attachment 1 - Airport Lease Agreement – Commercial Operator, dated March 27, 2001; City of Denton Approval Ord. 2001-134, and Attachment 2 - First Amendment to Airport Lease Agreement – Commercial Operator, dated February 17, 2009; City of Denton Approval Ord. 2009-043 PREMISES :0.413 acres, along with certain leasehold improvements, located at 4665 Spartan Drive, Denton, TX, Denton Enterprise Airport, all as described in the Lease Assignor assigns to Assignee its interest in the Lease. A. Assignee agrees to: 1. Assume Tenant's obligations under the Lease. 2. Accept the Premises in their present "as is" condition. 3. Complete all obligations of transfer and purchase from Assignor prior to this Assignment of Airport Lease becoming effective. B. Landlord consents to this Assignment of Airport Lease: 1. Landlord agrees that following assignment, it shall look solely to Assignee for fulfillment of the Lease obligations. C. Assignor agrees that: 1. Assignor confirms that the Lease with respect to the Premises is to be transferred to Samsev, LLC. 2. On or before the date of this Assignment of Airport Lease, Assignor will pay or will cause the Assignee to pay to Landlord a $ 1,000 transfer fee. PREVIOUS ASSIGNMENTS of the LEASE: Jack Faas to Planes of History, Inc., dated February 17, 2009; City of Denton Approval Ord. 2009-043 [Signatures on following page] Page 1 of 2 Assignee : Samsev, LLC SuR Sewcru& Scott Severen, Manager Assignor: Planes of History, Inc. Jack Faas, President CONSENT : Landlord: Attest : Rosa Rios, City Secretary By:a Approved as to Legal Form: Aaron Leal, City Attorney Page 2 of 2 3DuD flOUR dor\unuAbnunX -f Attachment I IEIIIIIR1)1S1:1:111111SIIb1q1)]511b1SIbAh\ghhI\ ergO Of / 34 AN ORDnqANCE APPROVnqG A COMMERCIAL OPERATOR AERPORT LEASE AGREEMENr BETWEEN THE CITY OF DENTON, TEXAS AND JACK FAAS; AND PROviDngG AN EFFECrrVE DATE. THE COUNCIL OF THE crrY OF DENTON, TEXAS HEREBY ORDAnqs: SECTION 1. The City Manager or his designee is hereby authorized to execute a airport lease agreement for commercial operator between the City of Denton and Jack Faas, in substantially the form of the Airport Lease Agreement 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 thi, th, J M d,y ,f /%£eZ _, 2001. AM hE EULINE BROCK, MAYOR ATrEST: JENNIFER WALTERS, CITY SECRETARY (( AIRPORT LEASE AGREEWNT COMMERCIAL OPERATOR THE STATE OF TEXAS S S S !WOW ALL MEN BY THESE PRESENTS : COUNTY OF DENTON Ma/This lease is made and executed this m' day of / /2001, at Denton, Texas , by and between the City of Denton, Texas ,a municipal corporation, hereinafter referred to as 11Lessor11 , and Mr . Jack Faas having principal offices at 6621 Brentwood Lane , The Colony, Texas 75056 , hereinafter referred to as "Lessee" WITNESSETH : WHEREAS , Lessor now owns , controls and operates the MunicipalAirport (Airport) in the City of Denton, County of Denton, Stateof Texas ; and WHEREAS, Lessee desires to lease certain premises on said airport and construct and maintain an aircraft hangar and relatedaviation facilities thereon; and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement , the parties agree as fo11ows : I . CONDITIONS OF AGREEMENT NOTWITHSTANDING Any LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED , THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING. A. PRINCIPLES OF OPERATIONS . The right to conduct aeronauEica1 and related activities for furnishing services to the public is granted to Lessee subject to Lessee agreeing : 1. To furnish said services on a fair, equa1 and notunjustly discriminatory basis to all users thereof ; and 2 . To charge fair, reasonable and not unjustlydi scriminatory prices for each unit or service ;provided, that Lessee may be a11owed to make reasonable and nondiscriminatory discounts , rebates , or othersimilar types of price reductions to volume purchasers . B . NON-DISCRIMINATION : Lessee, for himself , his personal representatives , successors and interests , and assigns , as a part of the consideration hereof , does hereby covenant and agree as a ( [ covenant running with the land that : 1. No person on the grounds of race , religion, color, sex,or national origin shall be excluded from participationin, denied the benefits of , or be otherwise subjectedto discrimination in the use of said fac11ities ; 2.In the construction of any improvements on, over, or under such land and the furnishings of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of , or otherwise be subjected to discrimination; 3.Lessee shall use the premises in compliance with allother requirements imposed by or pursuant to Title 49 ,Code of Federa1 Regulat ions , Department of Trans -potation, Subtitle A, Office of the Secretary, Part 21,Nondiscrimination in Federally assisted programs of the Department of Transportation - Effectual of TiLle VI of the Civi1 Rights Act of 1964 , as said Regulations may be amended. C . RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT . It is clearly understood by Lessee that no right or privilege has been grantedwhich would operate to prevent any person, firm or corporation operating aircraft on LLe airport from performing any services onit's own aircraft with its own regular employees (including, butnot limited to, maintenance and repair) that it may choose to perform D . NON-EXCLUSIVE RIGHT . It is understood and agreed that nothingained 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 improvethe landing area of the airport as it sees fit ,regardless of the desires or views of Lessee , and without interference or hindrance . 2.Lessor shall be obligated Eo maintain and keep in goodrepair the landing area of the airport and all publiclyowned facilities of Ehe airport , together with theright to direct and control all activities of Lessee in this regard. 3 . During time of war or national emergency, Lessor shall have the right to lease the landing area or any part FAAS LEASE AGREEMENT – Page 2 r ( thereof to the United States Government for military ornaval use , and , i f such lease is execuE ed , the provisions of this instrument insofar as they are inconsistent with the provisions of the lease to the Government , shall be suspended . Lessor reserves the right to take any action itconsiders necessary to protect the aerial approaches ofthe airport against obstruction , together with theright to prevent Lessee from erecting, or permitting tobe erected, any building or other structure on or adj acent to the airport which , in the opinion ofLessor, would limit the usefulness or safety of theairport or constitute a hazard to aircraft or to aircraft navigation . 5 . This Lease sha11 be subordinate to the provisions ofany existing or future agreement between Lessor and theUnited States or agency thereof , relative to the operation or maintenance of the airport . II. LEASED PREMISES I,essor, for and in consideration of the covenants and agree– ments herein contained, to be kept by Lessee, does hereby demiseand lease unto Lessee , and Lessee does hereby hire and Lake fromLessor, the following described land situated in Denton County,Texas A . Land . A tract of land, being approximately 18 ,000 squarefeet , or 0.413 acres , drawn and outIIned on Attachment "A" , and legally described in Attachment " B , " such attachments being incorporated herein by reference . Together with the right of ingress and egress to said proper- ty; and the right in common with others so authorized of passage upon the Airport property generally , subj ect to reasonable regulations by the City of Denton and such rights shall extend toLessee ’ s employees , passengers , patrons and invitees . For purposes of this agreement , the term " Premises" shall mean all property locat ed within the met es and bounds described and identified within Attachment "B" , including leasehold improvements constructed by the Lessee , but not including certain easements orproperty owned and/or controlled by the Lessor . B . IMPROVEMENTS PROVIDED BY LESSOR: NONE : There will be no improvements provided by Lessor, except as set forth in ArticleII . E . "Access to Utilities" below. For the purpose of this Agreement , the term "Lessor Improve–ments" shall mean those things on or adjacent to the Premises FAAS LEASE AGREEMENT - Page 3 ( belonging to, constructed by, or to be constructed by the I,essor,which enhance or increase, the value or quality of the leased land or property . Unless otherwise noted here in , all Lessorimprovements are and will remain the property of Lessor , AllLessor improvements must be described in detail above , or above referenced and attached to this Agreement in an exhibit approved by Lessor . C . IMPROVEMENTS PROVIDED BY LESSEE : On described lot , Lessee shall construct a hangar/office facility not less than 4 , 500 square feet with taxiway access and appropriate culvert s or drainage as required by City ordinances in the utility right ofway south and north of the proposed hangar as well as otherimprovements as determined necessary by City ordinances . Saidimprovements shall be completed not less than 365 days from the date of this agreement . D . EASEMENTS . Lessor and Lessee by mutual agreement may establish, on the leased premises , easements for public access on roads and taxiways . E . 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 Che leased premises . Lessee will be required to connect to the sewer line located approximately sixty ( 60 ) feet north of saidlot III. TERM The berm of this Agreement shall be for a period of thirty (30) years , commencing on the lst day of April, 2001, and conEinuing through the last day of March, 2031, unless earlier terminated under the provisions of the Agreement , Any attempt by Lessee to renegotiate this Lease shall be in writing addressed to the City Manager or his designee at least one hundred eighty ( 180) days before the expiration of the stated term of this lease , and at least 180 days before the expiration of any additional renegotiated period . Lessee has the option to renew for two (2 ) additional ten (10 ) year terms . The renta1 and terms to be negotiated shall be reasonable and consistent with the then value, rentals and terms of similar property on the airport . IV. PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for this lease , the following payments , rentals and fees : Lessee covenants and agrees to pay Lessor, as consideration for this lease , the following payments , rentals and fees : FAAS LEASE AGREEMENT - Page 4 (( A. IAND RENTAL shall be due and payable in the sum of $0 , 15per square foot or Two Thousand Seven Hundred Dollars ($2 , 700 , 00)per year, payable in twelve ( 12) equal monthly installments in thesum of Two Hundred Twenty Five Dollars ($225.00 ) in advance , on or before the lst day of each and every month during the term of thisagreement , Lessee has the option to pay annual rentals and feesin whole on or before the lst day of October, at the beginning ofthe City's fiscal year, each and every year of this lease . Notwithstanding the foregoing, the annual lease rental to bereduced by the current lease rate per square foot , as adjusted bythe CPI-U referenced in Section IV. D . , times the number of squarefeet comprising all easement s established in accordance with Article II (C) . B . LESSOR IMPROVEMENTS RENTALS . NONE : There are no Lessor improvements on the leased premises . C . PAYMENT, PENALTY, ADJUSTMENTS . All payments due I,essor fromLessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, Accounts Receivable, 601 EastHickory, Denton, Texas , unless otherwise designated in writing bythe Lessor . If payments are not received on or before the 15th, a five (5) percent penalty will be due as of the 16th . If paymentsare not received by the lst of the subsequent month, an additional penalty of one ( 1) percent of the unpaid rental/fee amount will bedue . A one ( 1 ) percent charge will be added on the lst of eachsubsequent month until the unpaid rental/fee payment is made .Failure to pay the rent or penalty amounts on delinquent rentshall constitute an event of default of this lease . The yearly rental for land and improvements herein leased shall be readjusted at the end of each two (2) year period during the term of this lease on the basis of the proportion that thethen 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 LaborStatistics bears to the applicable index at the execution of this lease , The original land rental amount is based upon the formulaeset forth in Section IV. A. for the land herein leased. Each rental adjustment , if any, shall occur on the lst day of Apri1, beginning2002 , and every other year thereafter on such date . 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 thelast month prior to the adjustment , and the denominaLor of which is the index number applicable at the execution of Lhis lease . If the product of this multiplication is greater than the minimum yearly rent as set forth in Section IV. A. , Lessee shall pay this greater amount as the yearly rent until the time of the next FAAS LEASE AGREEMEFn - Page 5 (( rental adjustment as called for in this section . If the productof this multiplication is less than the minimum yearly rent of asset forth in Section IV. A. , there shall be no adjustment in the annual rent at that time, and Lessee shall pay the previous year’s annual rent until the time of the next rental adjustmentas called for in this section . In no event shall any rental adjustment called for in this section result in an annual rentless than the previous year’s annual rent . The adjustment shallbe limited so that the annual renta1 payment determined for any given year shall not exceed the annual rental payment calculatedfor the previous year by more than twenty (20) percent . If the consumer price index for all urban consumers (CPI-U) for the Dallas–Fort Worth geographical region, as compiled by theu. S . ' Department of Labor , Bureau of Labor Statistics , isdiscontinued during the term of this lease , the remaining rental adjustments called for in this secEion shall be made using Cheformula set forth in Subsection (a) above , but substituting theindex 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–FortWorth geographical region and the U . S . City Average arediscontinued during the term of this lease , the remaining rentaladjusEments called for in this section shall be made using thestatistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI –Uapplicable to the Dallas-Fort Worth geographical region . If theBureau of Labor Statistics of the United States Department ofLabor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the term ofthis lease , the remaining rental adjustments called for in thissection shall be made using the most nearly comparable staEisticspublished by a recognized financial authority selected by Lessor . V. RIGHTS AND OBLIGATIONS OF LESSEE A. USE OF LEASED PREMISES . Lessee is granted the non–exclusive privile§e 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 oroffice space in or adjoining Lessee 1 s hangars . lease of 3 . Aircraft and Storage . To provide storage of bothLessee’s and sublessees ’ aircraft and aviation related equipment and supplies upon or within the leased prerrll ses . FAAS LEASE AGREEMENT - Page 6 (( Lessee, his tenants and sublessees shall not be authorized to conduct any services not specifically listed in this agreement .The use of the leased premises of Lessee , his tenants orsublessees 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 mayoperate a commercial, retail or industria1 business upon thepremises of Lessee or upon the Airport without a lease or licensefrom Lessor authorizing such commercial, retail or industrial act ivi ty , The Lessor shall not unreasonably withholdauthorization to conduct aeronautical or related services . B . STANDARDS . standards : Lessee shall meet or exceed the following 1. Address . Lessee shall file with the Airport Manager andkeep current his mailing addresses , telephone numbers andcontacts where he can be reached in an emergency, 2 . List . Lessee shall file with the Airport Manager andkeep current a list of his tenants and sublessees . 3 . Conduct . Lessee shall contractually require hisemployees and sublessees (and sublessee 1 s invitees) toabide by the terms of this agreement . Lessee shallpromptly enforce his conEractua1 rights in the event of adefault of such covenants . 4 . Utilities , Taxes and Fees . Lessee shall meet all expen–ses and payments in connection with the use of the Premi-ses and the rights and privileges here in granted ,including the timely payment of utilities , taxes , permitfees , license fees and assessments law£u11y levied or assessed . 5 . Laws . Lessee shall comply with all current and future federal, state and local laws , rules and regulationswhich may apply to the conduct of business contemplated,including rules, regulations and ordinances promulgatedby Lessor, and Lessee shall keep in effect and post in aprominent place all necessary and/or required licenses or permits 6 . Maintenance of Property. Lessee shall be responsible forthe maintenance , repair and upkeep of all property , buildings , structures and improvements , including themowing or elimination of grass and other vegetation onthe Premises , and shall keep said Premises neat , cleanand in respectable condition, free from any objectionalmatter or thing . Lessee agrees not to utilize or permit FAAS LEASE AGREEMENT - Page 7 r others to utilize areas on the leased premises which are located on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft , aircraft parts , automobiles , vehicles of any tHe, or anyother equipment or items which would distract from the appearance of the leased premises . Lessee agrees that at no time shall the leased premises be used for a flea market type sales operation, 7.Painting of Buildings . During the original term of LhisLease and during each extension, Lessor shall have theright to require, not more than once every five years ,that the metal exterior of hangar ( s ) or building ( s )located on the premises be reviewed by the AirportAdvisory Board for the purpose of determining wheEherpainting of the exteriors of such buildings or hangars is necessary. If the Airport Advisory Board determinespainting is necessary, it shall furnish a recommendation to this effect to the City Council. The Council, may, upon the Board ' s recommendation , require Lessee Corepaint said exteriors according to Lessorsspecifications (to specify color of paint , quality ofworkmanship and the year and month in which the hangar (s)or building (s) are to be painted, if needed. ) Lessee shall complete the painting in accordance with suchspecifications within one ( 1) year of receipt of noticefrom lessor . Lessee agrees to pay all costs and expenseinvolved in the hangar or building painting process .Failure of Lessee to complete the painting required byLessor’s CiEy Council within one (1) year period shallconstitute Lessee’s default under this Lease . 8 . Unauthorized use of premises . Lessee may not use any ofthe leased land or premises for the operation of a motel,hotel, restaurant , private club or bar, apartment house,or for industrial, commercia1 or retail purposes , exceptas authorized herein. 9 . Dwellings . It is expressly understood and agreed that no permanent dwelling or domicile may be built , moved to or established on or within the leased premises nor may lessee, his tenants , invitees , or guests be permitted toreside or remain as a resident on or within the leased premises or other airport premises . 10 . Quit Possession . Lessee shall quit possession of allpremises leased herein at the end of the primary term ofthis lease or any renewal or extension Ehereof , and deliver up the premises to Lessor in as good condition asexisted when possession was taken by Lessee , reasonable FAAS LEASE AGREEMEMr - Page 8 (( wear and tear excepted. 11. Hold Harmless . Lessee shall indemnify and hold harmless msor from and against all loss and damages, includingdeath , personal injury , loss of property or otherdamages , arising or resulting from the operation of Lessee 1 s business in and upon the leased premises . 12 . Chemicals . Lessee agrees to properly store, collect and dispose of al 1 chemicals and chemical residues ; toproperly store , conf ine , collect and dispose of allpaint , including paint spray in the atmosphere , and paint products ; and to comply with all Local, State and Federalregulations governing the storage, handling or disposal of such chemicals and paints . 13 .Hazardous Activities . Should Lessee violate any law,rule , restriction or regulation of the City of Denton orthe Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage inactivities which could produce hazards or obstruction toair navigation , obstructions to visibility orinterference with any aircraft navigational aid stationor device, whether airborne or on the ground, then I,essorshall state such violation in writing and deliver writtennotice to Lessee or Lessee 1 s agent on the leased premises , or to the person (s) on the leased premises whoare causing said violation (s) , and upon delivery of such written notice , Lessor shall have the right to demand that the person (s) responsible for the violation (s) ceaseand desist from all such activity creating theviolation (s) . In such event , Lessor shall have the rightto demand that corrective acE ion , as required , becommenced immediately to restore the leased premises intoconformance with the particular law, rule or aeronauticalregulat ion being violated . Should Lessee , Lessee ' sagent , or the person (s) responsible for the violation (s)fail to cease and desist from said violation (s) and to immediately commence correcting the violation (s) , and tocomplete said corrections within twenty–four (24) hours following written notification, then Lessor shall havethe right to enter onto the leased premises and correctthe violation (s) , and Lessor sha11 not be responsible for any damages incurred to any improvements on the leasedpremises as a result of the corrective action process . C . SIGNS . During the term of Lhis Agreement , Lessee shall have the rtE at its own expense , to place in or on the leasedPremises signs identifying Lessee . Said signs shall be of a size , shape and design, and at a locaEion or locations , approved by theLessor and in conformance with any overall directional graphics or FAAS LEASE AGREEMENT – Page 9 ( r sign program established by Lessor for the Airport . Lessor 1 sapprova1 shall not be withheld unreasonably. Said signs shall bemaintained in good repair throughouE the term of this agreement . Notwithstanding any other provision of this agreement , said signsshall remain the property of Lessee . Lessee shall remove , at itsexpense, all lettering, signs and placards so erected on thepremises at the expiration of the term of this Agreement' or extensions thereof . VI. COVENANTS BY LESSOR Lessor hereby agrees as follows : A. PEACEFUI, ENJOYMENT . That on payment of rent , fees / ' and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably hold and enjoy Che leased premises and all rights and privileges herein grant'ed; 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 distributed bythe Federal Aviation AdministraEion, or any other governmental authority relating to and including, but not limited Lo, noise abatement , air rights and easements over adjoining and contiguous areas, over–flight in landing or Lakeo£f , 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 adjoiningproperty 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 anyrenewal or extension of same, that it will continue to comply with Ehe foregoing . VII. SPECIAL CONDITIONS It is expressly understood and agreed by and between Lessorand Lessee that this lease agreement is subject to the following special terms and conditions . A. RUNWAYS AND TAXIWAYS . That because of the present thirty thousand (30 , 000) pound continuous use weight bearing capacity ofthe runway and taxiways of the Airport , Lessee herein agrees to limit all aeronautical activity including landing, take–off and Eaxiing, to aircraf E having an actual weight , including the weightof iLs fuel, of thirty thousand (30 , 000) , until such time that the runway and designated taxiways on the Airport have been improvedLo handle aircraft of such excessive weights . It is further agreed that , based on qualified engineering studies , the weightrestrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or FAAS LEASE AGREEMENT - Page 10 (f 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 andinvitees , but shall not include those activities over which it hasno solicitory part or control , such as an unsolicit ed orunscheduled or emergency landing . A pattern of negligentdisregard of the provisions of this section shall be sufficient tocause the immediate termination of this entire Agreement and subject Lessee to liability for any damages to the Airport that might result . VIII. LEASEHOLD IMPROVEMENTS A. REQUIREMENTS : Before commencing the construction of improvements upon the premises , Lessee shall submit : any 1. Documentation, specifications, or design work, to be approved by the Lessor, which shall establish that theimprovements to be built or constructed upon the leased premises are in conformance with the overall size, shape,color, quality and design, in appearance and structure ofthe program established by Lessor on the Airport . 2 . All plans and specifications showing thethe premises of the proposed construction; location upon 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 unreasonablywithheld; should the Council fail to deny Lessee 's plans and specifications within sixty (60) days of submission thereof to theCouncil, 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 or his designee from time to time as such costs are paid by Lessee , and Lessor 's City Manager or his designee is hereby authorized to endorse upon a copy of this leasefiled 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 a11 parties for all purposes of this agreement . B . ADDITIONAL CONSTRUCTION OR IMPROVEMENTS : Lessee is hereby authorBed to construct upon the land herein leased, at his own cost and expense, buildings , hangars , and structures , that Lessor and Lessee mutually agree are necessary for use in connection with the operations authorized by this lease, provided however, before FAAS LEASE AGREEMENT - Page 11 (r commencing the construction of any improvements upon the premises ,Lessee shall submit plans and specifications for approval byLessor as specified in Article VIII . A. , above . C . OWNERSHIP OF IMPROVEMENTS : All buildings and improvements constructed upon the premises by Lessee shall remain the propertyof Lessee unless said property becomes the property of Lessorunder the following conditions , terms and provisions : 1. Removal of Buildings . No building or permanent mbe removed from the premises . fixture 2 . Assumption. All buildings and improvements of whateverremaining upon the leased premises at the end ofthe primary term, or any extension thereof , of this lease shall automatically become the property of Lessorabsolutely in fee without any cost to Lessor . 3 . Building Life . It is agreed that theMil(ling to be constructed by Lessee on herein leased is thirty (30 ) years . life of the the property 4.Cance11ation. Should this lease be cancelled for anyf bre the end of the thirty (30 ) year expected building life, it is especia11y understood and agreedthat Lessor reserves the right to purchase all buildings , structures and improvements then existing upon the premises by tendering to Lessee one thirtieth ( 1/30) of the undepreciated value of such building for each year remaining on the agreed life of such building . The undepreciated value of a11 improvementsis 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 appralsers . IX. SUBROGATION OF MORTGAGEE A. 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,structure , building or improvement shall , upon de faul t 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 mortgagewith Lessee , or until the loan is paid in full, whichever comes first , bIIL in no event longer than the term of this lease . It is expressly understood and agreed that the right of the mortgageereferred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgagee , FAAS LEASE AGREEMENT - Page 12 (r those improvements purchased with the borrowed funds , and those improvements pledged to secure the refinancing of the improvement s . B . Lessee shall have the right to place a first mortgage lien upon the leasehold in an amount not to exceed eighty-five percent(85%) of the construction cost or current market value of the leasehold improvements . X. RIGHT OF EASEMENT Lessor shall have the right to establish easerrtents , 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 . However, any such easements shall not interfere withLessee 1 s use of the leased premises and Lessor shall restore the property to original condition upon the installation of any utility services on, in, over or under any such easement or theconclusion of such construction . Construction in or at the easement shall be completed within a reasonable time . Xl a ASSIGNMENT OF LEASE Lessee expressly covenants that it will not assign this lease , convey more than ten percent ( 1 0 % ) of the interest in his 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 ; provided however , that no such assignment , suk)lease, transfer, license , sale or otherwise shall be approvedif the rental, fees or paymenEs , 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 Che 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 . XII . INSURANCE A. REQUIRED INSURANCE : Lessee sha11 maintain conEinuously in effect at all times during the term of this agreement , at Lessee 1 sexpense , the following insurance coverage : 1 . Comprehensive general liability covering the leasedpremises, the Lessee or its company, its personnel, and its operations on the airport . FAAS LEASE AGREEMENT - Page 13 (( 2 . Aircraft liability to cover all flight operations of Lessee . 3 . Fire and extended coverage for replacement value for allfacilities used by the Lessee either as a part of thisagreement or erected by the Lessee subsequent to this agreement . 4 . Liability insurance limits shall be in the followingminimum amounts : Bodily Injury and Property Damage : One Million Dollars ($1, 000 , 000) combined single limitson a per occurrence basis . 5 . All policies sha11 name the City of Denton as anadditional named insured and provide for a minimum of thirty (30) days written notice to the City prior to theeffective 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 . During the term of this lease , Lessor herein reserves the right to adj ust or increase the 1 lab i 1 ity 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 commensu- rate with insurance requirements at other public use airports similar to the Denton Municipal Airport in size and in scope ofaviation activities , located in the southwestern region of the United States . Lessee herein agrees to comply with all increasedor adjusEed insurance requirements that may be required by the Lessor throughout the original or extended term of this lease, including types of insurance and monetary amounts or limits of insurance, and to comply with said insurance requiremenEs within sixty ( 60 ) days following the 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 ofinsurance 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 FAAS LEASE AGREEMENT - Page 14 ( United States of America, then in such event , Lessor shall have the right to require that Lessee maintain in force types ofinsurance and/or amount of insurance as specified by State law . Failure of Lessee to comply with the minimum specified amountsor types of insurance as required by Lessor shall constitute Lessee 's default of this Lease . XIII. CANCELLATION BY LESSOR In the ,event that Lessee shall file a voluntary peEition inbankruptcy or proceedings in bankruptcy sha1 1 be institutedagainst it and Lessee thereafter is adjudicated bankrupt pursuantto such proceedings , or any court shall take jurisdiction ofLessee and its assets pursuant to proceedings brought under theprovisions of any Federal reorganization act , or Lessee shall bedivested of its estate herein by other operation of law; or Lesseeshall fail to perform, keep and observe any of the terms , covenants , or conditions herein contained, or on its part to beperformed, the Lessor may give Lessee written notice to correctsuch condition or cure such default and, if any condition ordefault shall continue for thirty (30) days after the receipt ofsuch notice by Lessee, then Lessor may terminate this lease bywritten notice to Lessee . In the event of default , Lessor has the right to purchase any or all structures on the leased premisesunder Che provisions of Section VIII Paragraph C . 4 . (Cancellation)hereof XIV. CANCELLATION BY LESSEE Lessee may cancel this Agreement , in whole or part , and termi– nate all or any of its obligations hereunder at any time , by thirty (30 ) days written notice , upon or after the happening of any one of the following events : ( 1) issuance by any court of competent j urisdict ion of a permanent inj unct ion 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 afLer receipt of a written notice of the existence of such breach; (3) the inability of Lessee to use said premises and facilities continuing for a longer period than ninety (90) days due to any law or any order , rule or regulation of any appropriate governmental authority having jurisdicEion 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 anyauthorized agency thereof , of the maintenance and operation of said airport and facilities or any substantial part or partsthereof Upon the happening of any of the four events listed in the preceding paragraph, such that the leased premises cannol be used FAAS LEASE AGREEMENT – Page 15 (( for aviation purposes , then Ehe Lessee may cancel this lease asaforesaid, or may elect to continue this lease under its terms ,excepE , however, that the use of the leased premises shall not belimited to aviation purposes, their use being only limited by suchlaws and ordinances as may be applicable at that time . XV. MISCELLANEOUS PROVISIONS A. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties and as of its effective datesupersedes all prior or independent Agreements between the partiescovering the subject matter hereof . Any change or modificationhereof shall be in writing signed by both parties . B . BINDING EFFECT . All covenants , stipulations and agreements herein shall extend to, bind and inure to the benefit of the legalrepresentatives , successors and assigns of the respective partieshereto C . SEVERABILITY. If a provision hereof shall be finallydeclared11egal by any court or adminisErative agencyhaving jurisdiction, the entire Agreement shall not be void; butthe remaining provisions shall continue in effect as nearly aspossible in accordance with the original intent of the parties . D , NOTICE . Any notice given by one party to Che other in connection with this agreement shall be in writing and shall be sent by registered mail, return receipt requested, with postage and registration fees prepaid as fo11ows : 1. If to Lessor, addressed to : City ManagerCity of Denton 215 E . McKinney StreetDenton, Texas 76201 2 . If to Lessee, addressed to : Mr . Jack Faas 6621 Brentwood Lane The Colony, TX 75056 Notices sha11 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 intendedfor convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement . FAAS LEASE AGREEMENT - Page 16 (( F , GOVERNING IAW . This Agreement is to beaccordance with the laws of the State of Texas . construed In G . MEDIATION . Prior to institutIng suit in a court of competent jurisdiction, the parties shall, in good faith attemptto settle any controversy or claim by any party hereto arising outof or relating to this Agreement by mediation in accordance with the laws and rules , then obtaining, of the State of Texas and theState Bar of Texas . H . NO WAIVER . No waiver by Lessor or Lessee of any default or breach of covenant or term of this lease may be treated as a waiver of any subsequent default or breach of Ehe same or anyother covenant or term of this Agreement . I . INDEPENDENT CONTRACTOR. During all times that this Lease is in effect , the parties agree that Lessee is and shall be deemed to be an independent contractor and operator and not an agent oremployee of the Lessor with respect to their acts or omissionshereunder . For all the purposes hereunder, Lessee is and shall be deemed an independent contractor and iE is mutually agreed thatnothing contained herein shall be deemed or construed toconstitute a partnership or joint venture between the parties . IN WITNESS WHEREOF, the parties have executed as of the day and year first above written. this Agreement CITY OF DENTON, TEXAS. LESSOR O Mart in ATTEST : JENNIFER WALTERS, CITY SECRETARY CITY OF DENTON, TEXAS C}dVb rJ„a„" FAAS LEASE AGREEMENT - Page 17 (( APPROVED AS TO LEGAL FORM: HERBERT L. PROUrY. CITY ATTORNEY CITY OF DENTON. TEXAS CL THE STATE OF TEXAS S COUNTY OF DENTON S J&d, . This inFtrument was acknowledged before me on the Ld'h(tA (' LL . 200r by LESSEE. day of JEANETrE scoTr NOTARY PUBLICbSTAIE OF TEXAS My CommissIon Expires 03-31U HIs My Commission Expires : FAAS LEASE AGREEMENT – Page 18 /( Attachment A b b eII11][bI111p O• Qq(J ;; g aa a CD La a 10If)a QD aD Cr) Q <U \in QCS O1'23'50" V/ 180.OO' b Ea i k! IbE W) [ a Cr)Ol pq qI aa d GO +JsrI bI I ?I [g .o aa V V a \n=n= 10 M)a GO GO aql L) \Cr) g .OO'Ogl ] ..OS.gZ,IO N S O1'23'50" V/ 180.OO' aa da LU a ==\\ 10 b) QD QD trI LL a tr) aa aa 3: a 10 M)0 CO aD a n\ \== aaa rJ) f/F ,OO'O gl ( I „ OS , t Z glO N > chL) bblIf)L a{ Fr) ! Tb-lb ( Attachment B EXHIBIT "C' FIELD NOTES to all that c6rtaln tract of jqnd bllu8t8d in tho William NeII Survey, Absh80t Nurnb or 970 in the city Hnd County of Denton, Tox86 nn(i beIng 8 part of Lot 1 Block 1 at the SQUth889t Airport Addition, Dn addItion In the CIty of Denton, D8nton County, Texas, according to tho Plat theroofroGord8d III e8blnot G Page 2D5 or tho Flat Rocord8 of Donton County, TDx88; tho 8ub)oct tract beIng rnor8 partIGUt8rly d09eribod aa follows: CommencIng at the ln08t W09torly $oult)WD9t Corn8r of saId Lot 1 Block 1 : THENCE. North 08 Degree$ 36 MFnut®'al Seconds Ed5t with tho W88t IIno tharoof a dl5t8noo Qr 1067.51 f&ot to a corn or; THENCE South '88 Dogroe5 36 Mlnut88 10 S6condg E85t a dlstanco of 896.84 foot to a c8pped Iron rod s&t for tho $outhw88t Corn8r of tho heroin de5cHt>od tract in $18 North IEno of a 130 foot taxIway, draInage and utiIIty er£em8nt; THENCE North 01 Degra88 23 MlnLR88 50 S8cond8 East 8 disknee or 180.00 f08t to a c8pp8d Iron rod 581 for the -Northw88t Corner of the hereIn d88crlb8d tract in tho South line oF 6 60 foot aco083, drainage and utility oa98m8nti THENce 50uth 88 Degrees 36 MInutes IO S8cond8 E8st wIth the South line thereof a dl8tanca of 100.00 foot to a capped Iron rod got for tho Nodh88st Corner of the hereIn de$crlb8d tract; THENCE South 01 D8gr08$ 23 MInutes 50 Second8 W88t 8 di8t8nco o1 180.00 feet to u capped Iron rod got for tho Southon9t Corrtarot tha h8r8 in d08cribod trod in the North IIno or8ald 130 foot 0890merlt; THENCE NoRh B8 D8gr808 38 Minutes 10 $ooond8 W83twlth 8nld North liAO a di$tgnce of 100.00 1881 to the PLACE OF BEGINNING and enelo&lng 18,000 8qu8re f881 of land Th090 Field Notes with tho accompanying sketch were pr6p8r8d from on on,th8qrourtd 8Uw8y m8d8 unclor my directIon and 5upbn'l£lon on January 9, 1897. Thor6 8r8 no VIElbIO or 8pp8rbnt Intru8ion8, protru8lon9 ar 08s8m8nts DXcopt 8 s 8hown. This bUNeP v/a9 pr8p8red without tha b8nont of a title binder or$chedul8 B, 316:41 Dat8kennet©\,R.P,L.S No. 5312 \\codadUepartmentMgahour doarments\ordinances\09\ai@on faas assignment of lease.doc Attachment 2 ORDINANCE NO. ;uae– na 4 AN ORDINANCE APPROViNG AN ASSIGNMENT OF A LEASEHOLD nqTEREST nJ A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT AT DENTON MUNICIPAL AIRPORT FROM JACK FASS TO PLANES OF HISTORY, INC. LOCATED AT 4665 SPARTAN LANE AT THE DENTON MUNICIPAL AIRPORT AND PROVIDING FOR CHANGES TO INDEMINIFICATION AND INSURANCE REQUIREMENTS OF THE LEASEHOLD; AND PROVIDiNG AN EFFECTIVE DATE. WHEREAS, Jack Faas has requested that his Airport Lease Agreement Commercial Operator at 4665 Spartan Lane dated March 27, 2001 and approved by Ordinance No. 2001-134 be assigned to Planes of History, Inc., and WHEREAS, the City and Jack Faas wish to amend that certain Airport Lease Agreement Commercial Operator approved by Ordinance No. 2001-134 to make certain other amendments to Indemnification and Insurance requirements of the Lease; and WHEREAS, the Airport Board recommends approval of the Assignment and Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment of the Lease Agreement and the Amendment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute an Assignment of a leasehold interest in an Airport Lease Agreement Commercial Operator at the Denton Municipal Airport from Jack Fms to Planes of History, Inc. in substantially the form of the Assignment attached to and made a part of this Ordinance for all purposes, to evidence the City’s consent to the Assignment. SECTION 2. The City Manager, or his designee, is hereby authorized to execute an Amendment to the Commercial Operator Airport Lease with Planes of History, Inc that provides for changes to Section V. Rights and Obligations of Lessee, Paragraph B., Indemnity and Section XII, Insurance, in substantially the form of the Amendment attached to and made a part of this Ordinance for all purposes. SECTION 3. This Ordinance shall become effective immediately upon its passage and \\oodad\deparunents\legal\our dowments\contr©tsWairport has amendrnentdoc FIRST AMENDMENT TO AmPORT LEASE AGREEMENT COMMERCIAL OPERATOR THE STATE OF TEXAS g § §COUNFY OF DENFON KNOW ALL MEN BY THESE PRESENTS This First Amendment to that certain Airport Lease Agreement Commercial Operator which was made and executed on March 27, 2001 at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as “Lessor,” and Mr. Jack Faas with principal o£5ce$ at 6621 Brentwood Lane, The Colony, Texas 75056, hereinafter referred to as “Lessee” which lease is simultaneously with this Amendment being assigned to Planes of History, Inc. “Assignee”. WITNESSETH: WHEREAS, the Assignee and the Lessor have agreed to amend tbd Leqse to expand requirements for Indemnification and Insurance as part of the Lease and the City Manager and the Airport Advisory Board support the expanded rights and obligations of the Lease; NOW, I £+EREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: SECTION 1. Section V. “Rights and Obligations of Lessee” is hereby amended to provide for the following: 14 INDENUVITY. LESSEE MUST INDEMNIFY, HOLP„. FLARMIIESS AND DEFEND THE LESSOR, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST LIABILITY FOR ANy AND ALL CLAIMS. LIENS,p.MmI P ml P .INCLUDING LQSS OF USE), AND EmENSES. INCLUDnqG COURT COSTS, ATTORNEYS' FEES AND OTHER REASONABLE COSTS, OCCASIONED BY OR INCIDENTAL TO Tm LESSEE'S OCCUPANCY OR USE OF THE LEASED PREMSES OR THE AIRPORT AND/OR ACTIVITIES CONDUCTED IN CONNECTION WITH OR INCIDENTAL TO THS LEASE AGREEMENT, INCLUDING ALL SUCH CAUSES OF ACTION BASED ON COMMONI CONSTITUTIONAL OR STATUtORY LAW, OR BASED IN WHOLE OR IN PART UPON THE NEGLIGENT OR INiENriONAL ACTS OR O&HSSIONS OF LESSEE OR LESSOR. OR THEER OFFICERS, AGENTS EMPLOYEES. nwiTEES OR OTHER PERSONS. LESSEE MUST AT ALL TIMES EXERCISE REASONABLE PRECAUTIONS ON BEHAIF OF. AND BE SOLELY RESPONSIBLE FOR, THE SAFETY OF ITS OFFICERS, EMPLOYEES, AGENTS, CUSTOMERS, VISITORS, iNVrFEES, LICENSEES AND OTHER PERSONS, AS WELL AS THEIR PROPERTY, WIHLE m. ON, OR nwoLVED IN ANy WAY WITH THE USE OF THE LEASED PREMISES. THE LESSOR IS NOT LIABLE OR RESPONSIBLE FOR THE NEGLIGENCE OR iNrENTiONAL ACTS OR OMISSIONS OF THE LESSEE OR LESSon THEIR OFFICERS, AGEVFS, EMPLOYEES. AGENTS, CUSTOMERS, visrroRS AND OTHER PERSONS. LESSOR ASSUMES NO RESPONSB[LITY OR LIABELIW FOR HARM, INJURY, OR ANY DAMAGING EVENTS WHICH ARE DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO PREMISE DEFECTS, WHETHER REAL OR ALLEGED, WHICH MAY NOW EXIST OR WHICH MAY HEREAFTER ARISE UPON THE LEASED PRENasES, RESPONSIBILITY FORALL SUCH DEFECTS BEING EXPRESSLY ASSUMED BY THE LESSEE. THE LESSEE AGREES THAT THIS INDEMNri’Y PROVISION APPLIES TO ALL CLAIMS, SUITS, DEMANDS, AND A(-TIONS ARisnf G FROM ALL PREMISE DEFECTS OR CONDITIONS. IUL LESSOR AND THE LESSEE EXPRESSLY iNrEND THIS m)FMNTTY PROVISION TO REQUIRE LESSEE TO INDEh©VWY AND PROTECT THE LESSOR FROM THE CONSEQUENCES OF THE LESSOR'S OWN NEGLIGENCE. OF ANY KIND, TYPE OR DEGREE, INCLUDiNG, WITHOUT LiMrrATiON, LESSOR'S SOLE NEGLIGENCE, WHILE LESSOR IS PARTICIPATING IN THIS LEASE AGREEMENT WIWRE TRAT NEGLIGENCE IS A CAUSE IN WHOLE OR IN PART, OF THE INJURY, DEATH, OR DAMAGE. NOTWITHSTANDING ANY TERMS OF TEns AGREEMENT TO THE CONTRARY. SECTION 2. Section XII “Insurance” is hereby amended to provide for the following: A. REQUEtED INSURANCE: Regardless of the activities contemplated mda this Lease A©emleat, Lessee shall maintain continuously in eMt at all times during the term of this agreemaH, at Lessee's sole expense, the following minimmr insurance coverages: 1.Commercial (Public) General Liability covering the Lessee or its company, its employees, agents, tenants and independent contractors, and its operations on the airport. Coverage shaH be h an amount not less than $1,000,000 per occurenee and provide coverage for premises/opuations and contractual liability, including without limitation, to indemnity obligatiorw of Inssee AND whae exposure exists, coverage for: product#completed opaations; explosion, collapse and underground property damage. 2. All risk property insurance on a replacement cost basis covuing loss or damage to all facilities used by the Lessee, eit:ha as a part of this agreement or erected by the Lessee subsewwnt to this agreement. Under no circumstances shall the Lessor be liable for any Page 2 of 6 damages to fixtures, muchandise or other personal property of the Lessee or its tenants. 3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non-Owned Autos and Hired Cars: For operation in aircraft movement areas the limit of liability shall be $100,000 per occtarence. For other operations the limit of liability shall be consistent with the amount set by State Law B. ADDITIONAL COVERAGES: in addition to the above referenced coverages, the following insurance is required if the activity or exposure exists or is contemplated: 1. Aircraft Fuel/Oil Storage and Dispensing – Comprehensive Commercial (Public) General Liability shall include coverage or sepgrate coverage shall be provided for Environmental Impairment Liability. 2. Aircraft Sales or Aircraft ChaHw and Air Taxi – AhaaR Liability in the amount of $ 1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passalga seat) shan be provided 3. Aircraft Rental or Flight TrainIng - Aircraft Liability in the amount of $1,000,000 per occurrence to -include Hull Coverage and Liability, Passenger biability in the amount of $100,000 per person (per passenger seat) and Student/Renter Liability covering all users in the amount of $500,000 per occurrence. 4.Specialized Commercial Flying (including crop dusting, seeding, and spraying, banner towing and aerial advertising, aerial photography and surveying, fire fighting, power line or pipe line patrol) - Aimraa Liability in the amount of $1,000,000.per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger seat) shall be provided. 5. Aircraft Storage, Maintenance and/or Repair - Aircraft Liability in the amount of $ 1,000,0(D per ocamence to include Hull Coverage and Liability. In addition, Hanger Keepers Liability in the amount of $500,000 per occurrence shall be provided. The requirement for Hangar Keepers Liability shall not apply to individual owner/operators whose primary use of the hangar space is the storage of their own aircraft. The requirement does not apply to such individuals notwithstanding the fact that they may, from time to time, permit the storage of non-owned aircraft in the hangar space and charge a fee for the storage of such aircraft so long as such use is in the nature of a rent-sharing agreement rather than a commercial aircraft storage business. c. COVERAGE REQUIREMENT$: following requirements: All insurance covaages shall comply with the Page 3 of 6 1. All liability policies shall name the City of Denton, and its o6icers and employees as an additional named insured and provide for a minimum of 30 days written notice to the City of any cancellation or material change to the policy. 2.All insmance required by this Lease Agreement must be issued by a company or coInparies of sound and adequate financial responsibility and authorized to do business in the State of Twas. All policies we subject to the examination and approval of the City’s o£Rce of Risk Management for their adequacy as to content, form of protection and providing company. 3. Required insramoe naming the City as an additional insured must be primary insurance and not contdbuting with any other insurance available to the City whether from a third party Eabihty policy or other. Said limits of insurance shall in no way limit the liability of the Lessee hereunder. 4. The Lessor shall be provided with a copy of all such policies and renewal certi6cates. Failure of Lessee to comply with the minimum speci6ed amounts or types of insurance as required by Lessor shall oonstitute Lessw's default of this Lease Agreement. 5.During the Lease Term, or any extension thereof, Lessor herein reserves the right to, with 60 days notice, adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, provisions, or certi6cates of insurance, and Lessee hereby agrws to provide any such insurance requirements as may be required by Lessor; provided however, that any requirements shall be commensurate with insurance requirmmts at other public use airpoIts similar to the Denton Municipal Airport in size and in scope of aviation activities, located in the southwestern region of the United States. D. MATERIAL BREACH: Failure to maintain any insurance required by this agreanent or otherwise comply with Article XII shall constitute a material breach of this agreement. E. LESSOR’S RIGHTS: if at any time dIwing the term of this agreement, any insurance required by this agreement shall lapse or Lessor becomes aware of a pending or potential lapse, Lessor in its sole discretion shall have the right but not the obligation to purchase applicable insurance at Lessee’s sole expense, or take any other action permitted by applicable law which Lessor, in its sole discretion, determines is necessary to protect its interests pursuant to this agreement. SECTION 3. Save and except as amended hereby, all the remaining clauses, sentmces, paragraphs, sections and subsections of the Lease shall remain in fUll force and effect. Page 4 of 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and "”'“"“'”““- J) I' I oq BY LESSOR: eddF6FGC iLL CITY MANAGER ATIEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATrORNEY BY LESSEE: _... iAtE#K©pmgJE&T PLANES OF HISTORY, INC. Page 5 of 6 STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the 5 20 O q , by Jack Faas. day of -> $$;}I f/la }IN b:+;Af[SEAL] JUUE ANN MULLINS May 27, 2009 no Public, State of Ta My Commission Expires (or Notary Stamp) STATE OF TEXAS COUNTY OF DENTON 1r h i S i n S 1[][1L1[][p1 e n t IbrIbr a S a C ][tnovwI edged before me on the JJbday of 2(n, by George Campbell, City Manager on behalf the City of Denton, corporatron. 6$cAQJ b abc, State of Texas[ary Cot .ssion lres (or Notary Stamp) JENNIFER K, WALTERS ItO of Texasg in Expires'Z b {Rii December 19. 2010 Page 6 of 6