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22-1008
ORDINANCE NO. 22-1008 AN ORDINANCE OF THE CITY OF DENTON APPROVING A CONSENT TO SUBLEASEBETWEEN EZELL AVIATION, INC., AND CFD INTEGRATION, LLC, DBA CFDI AERO, FOR THE LEASE COVERING THE PROPERTY LOCATED AT 4933 SABRE LANE, AT THEDENTON ENTERPRISE AIRPORT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 1, 1997, the City of Denton, a Texas home-rule municipal corporation (hereinafter the “City”), entered into that certain Airport Lease Agreement (the “Lease”) with Ezell Aviation, Inc., covering property located at 4855 Sabre Lane, 4933 Sabre Lane, and 5011 SabreLane, 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. 97-132; and WHEREAS, Assignor has agreed to sublease a portion of its leasehold, as evidenced by that certain Consent to Sublease, between Ezell Aviation, Inc., to CFD Integration, LLC, dba CFDIAero (“Assignee”); and WHEREAS, the Lease requires written consent of the City for the Sublease to be effective, and both parties have requested the City for such consent; and WHEREAS, at the May 11, 2022 meeting of the Airport Advisory Board, the Board recommended that the City approve the Consent to Sublease for the Property by a vote of 5 to 0 ;and WHEREAS, the City Council deems it in the public interest to give consent to the sublease agreement 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 Consent to Sublease 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 their designee, is hereby authorized to execute a Consent to Sublease in the form attached hereto as Exhibit A and made part of this Ordinance for all purposes. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was seconded by Brian &k the following vote IL made by Ma fR This Ordinance was pass a and approve and d by 1 Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4:Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: L/t/ IZb/t/ 1// b/ PASSED AND APPROVED this the \'ll d,y ,f 2022 qd\Rig:6 ATTEST: ROSA RIOS, CITY SECRETARY \\1111111 BY a APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Digitally signed by Marcella DN: cn=Marcella Lunn, o. J J 91OLV\bIj : :=: :::fr re: rJ run£ n 1(gL) c i t y o fd e n ton.com. c=US Date: 2022.05.10 16:29:01 -05'00' ABY. \N,UCLUJX DocuSign Envelope ID: 55025AOF-3C4D49Cl-A505-585BCD9342B4 CONSENT TO SUBLEASE This Consent to Sublease is made between the City of Denton, a Texas home rule municipal corporation (“City” or “Landlord”), Ezell Aviation, Inc., a Texas corporation (’'Lessee") and CFD Integration, LLC, a Texas limited liability company dba CFDI Aero (’'Sublessee"). WHEREAS, the City is the sole owner and landlord of a pad site at Denton Enterprise Airport located 4933 Sabre Lane, Denton Enterprise Airport (the “Property”); and WHEREAS, the Property is subject to a ground lease, described as the Airport Lease Agreement dated effective May 1, 1997, by and between the City, as Lessor, and Ezell Aviation Inc., as Lessee (the “Lease”); and WHEREAS, Lessee now wishes to sublease a portion of the leasehold, to the Sublessee through the Lease Agreement attached hereto as Exhibit “A;” and WHEREAS, Section VI of the Lease provides that it may not be rented or subleased, except for the storage of individual aircraft, without the written consent of City, at City’s sole discretion, and Lessee has requested the City’s consent; and NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City hereby consents to Lessee’s sublease to Sublessee, through the Lease Agreement (the “Sublease Agreement”) attached as Exhibit “A,” under the following terms andconditions : 1. Sublessee certifies that it has reviewed the Lease and accepts the provisions applicableto the subleased area. 2. Lessee shall give the City copies of any written notice which Lessee gives to Sublessee of any default by Sublessee under the sublease at the same time it gives notice to the Sublessee. Any such notice shall be delivered as follows: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 with copies to: Airport Director Denton Enterprise Airport 5000 Airport RoadDenton, Texas 76207 Page 1 DocuSign Envelope ID: 55025AOF-3C4D-+9Cl-A505-585BCD9342B4 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 3. In the event of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Consent, then the Lease shall govern and control. 4. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein; the remaining provisions to remain in full force and effect. 5 . The City hereby represents and warrants that this Consent is made with proper authorityunder Ordinance. 6. This Consent to Sublease shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive venue for any action related to this Consent shall be solely in a court of competent jurisdiction in Denton County, Texas. 7. This Consent to Sublease will bind and inure to the benefit of the parties, their heirs, executors, administrators, successors in interest, and assigns. IN WITNESS HEREOF, the parties have executed this Consent to Sublease as of the datewritten below. [Signatures on following page\ Page 2 DocuSign Envelope ID: 55025AOF-3C4D49Cl-A505-585BCD9342B4 LESSEE : Ezell A'aH,igGy q, Texas corporation Raul a$11Duj:Tjm#HzBy:Name : Title: President LESSEE: CFD Integration, LLC, a Texas limited liability company/Aba£©li IAero By: Lb:.ryA@Name: Tim FellegyTitle: Director of Maintenance CITY OF DENTON Landlord g Sara Hensley City Manager ATTEST:ROSA RIOS, CITY SECRETARY \\\t\1111111 _c#:ba _ra;4, THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligatipm AM,}andIless terms gmB aMVBy CO rray' Director – Airport, Facilities Date Signed: 5/9/2022 APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o, ou=CityM„{ \ \D_t\.b HH;„„,„„@„,„.„“ Date: 2022.05.10 1 6:26:34 -05'00' By: UK 7) Page 3 Exhibit '’A'’ ORDINANCE NO. ao – f:3)\ AN ORDINANCE AUTHORIZUqG THE CITY MANGER TO EXECUTE AN AERPORTLEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND EZELLAVIATION HqCORPORATEn. FOR APPROX]MATELY 8.2 ACRES OF PROPERTYLOCATED AT THE DENTON MUNICIPAL AERPORT, WHICH PREEMPTS THELEASE ASSIGNED PER RESOLUTION NO. 97-020 TO EZELL AVIATION, INC.FROM FOX-51 LIMITED; AND PROVEDnfG AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAHqS: SECTION I. That the City Manager is authorized to execute an airport lease agreement between the City of Denton, Texas for approximately 8.2 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 SECTION II. The lease assignment per Resolution No. 97-020 to Ezell Aviation, Inc. from Fox-51 Limited is hereby preempted. SECTION III. That this ordinance qhall become effective immediately upon its passage and approval. PC n H • PASSED AND APPROVED this the 1997 m MAYOR ATTEST: JENNIFER WALTERS,'i:ITY SECRETARY ~:}„*-&an APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY //Z,A’'’/.--,/- c.n\?mw,ORDWELL.DOC ( AIRPORT LEASE AGREEMENT COMMERCIAL/FBO VW]EREAS;lt©City of-DMexas as Lessor and Ezell Aviation. Incorporated.. as Lessee, desire to enter into an airport lease agreement which amends the terms and conditions of the lease approved by Ordinance No. 97-120 between the City of Denton and Fox-51 Limited which was assigned by the Lessor onApril 15, 1997, per Resolution No. 97-020 to Ezell Aviation, Inc.; NOW THEREFORE: This lease and agreement is made and entered into thisaday of LYn_:: . 1997, but effective May 1, 1997, by and between the City of Denton. a Municipal Corporation, situate<(b Denton County, Texas,hereinaRer called "Lessor’, and Ezell Aviation. Incorporated. a corporation of the State of Texas, located at Stephens County Airport. Post Office Box 1793, Breckenridge, Texas, and whose registered agent is NelsonEzell, located at Stephens County Airport. Post Office Box 1793, Breckenridge, Texas, hereinafter referredto as "Lessee In consideration of the premises and the mutual covenants, the parties agree that the land to be leased is the following described land situated in Denton County. Texas: I. PREMISES AND USE A.FIxed Bg$9 Qp9ratqr PremI$q C.\ TRACT ’'A"J P 1 A 100 x 200 foot tract of land. bbing approximately 20,000 square feet. and a 165 x 220 foot tract of land, being approximately 36.300 square feet. having a combined aFea of approximateIY56.300 square feet or 1.29 acres, described as follows: COMMENCING at the northwest corner of a tract of land as conveyed to P. F. Breen bY deed recorded in Volume 127, Page 185 of the Deed Records of Denton CountY. Texas said point lying in the South right of way line of FM Road 1515; THENCE west along the south right of way line of FM Road 1515 a distance of 350 feet to a point; THENCE north along the west right of way line of FM Road 1515 a distance of 1 ,000 feet to a point THENCE west perpendicular to said right of way line of FM 1515 a distance of 870 feet. more or less, tna point on the east edge of the pavement of the north taxiwaY; THENCE north 13'’50'41" west along the east edge of pavement of said north taxiwaY a dlstanqe of 10 feet to a point for a corner; THENCE north 76'09'19" east perpendicular to said east edge of pavement a distance of 175 feet to the point of beginning; THENCE north 13o50'41 " west 175 feet east of and parallel to said east edge of pavement a distance of 220 feet to a point for a corner; ( (‘ THENCE north 76'09'19" east perpendicular to said east edge of pavement a distance of 5 feetto a point for a corner; THENCEnorth 13'’50'41" west 180 feet east of and parallel to saicLeasI=_dg&of pavemenLaFKFa–fE6–6f2aCFfo tt for a corner; THENCE north 76'’09'19" east perpendicular to said east edge of pavement a distance of 100 feet to a point for corner; THENCE south 13'’50'41" east 280 feet east of and parallel to said east edge of pavement adistance of 200 feet to a point for a corner; THENCE north 76'’09’19" east perpendicular to said east edge of pavement a distance of 60 feetto a point for a corner; THENCE south 13'’50'41 " east 340 feet east of and parallel to said east edge of pavement a distance of 220 feet to a point for a corner; THENCE south 76'’09'19" west perpendicular to said east edge of pavement a distance of 165 feet to the place of beginning and containing 56.300 square feet of land. more or less, as shownon Exhibit "A". attached hereto and incorporated herein by reference. PLUS.TRACT "B" All that certain tract or parcel of land lying in the T. Toby Survey. Abstrag,t.'Number 1285. City ofDenton, Denton County, Texas, as shown in Exhibit B (Tract -B-), antfdescribed as follows: COMMENCING at the northwest corner of a tract of land as conveyed to the Nobles Company by deed recorded in Volume 2798, Page 695. Real Property Records, of Denton CountY, Texas said point lying in the south line of F.M. Road 1515; THENCE north 88'’33’43" west with the south line of said F.M. Road 1515 a distance of 265.14 feet THENCE north 01'’50'39" west along and near a fence on the east line of Tom Cole Road adistance of 1000.00 feet; THENCE sou a1 88'’09’21" west a distance of 902.71 feet to a corner on the east line an asphalt taxiway; THENCE north 12'’25'OO" west with the east line of said taxiway a distance of 274.35 feet; THENCE n£rth 77Q35'OO„ east a distance of 340.00 feet to an iron pin set for southwest corner of a tract of land described as property A in Resolution No. R91 X)52- 8'20-1991, CitY of Denton, Denton County Texas and the point of beginning of the heroin described tract; THENCE north 77'’35’00" east a distance of 389.60 feet to a point for a corneR THENCE south 17'’35'52" east a distance of 1 15.49 feet to an iron pin found at the southeasT corner of a tract of land described as property B in Resolution No. R91-052. 8-20-1991' CitY of Denton, Denton County Texas and the point of beginning of the herein described tract; EZELL AVIATION, INC. LEASE AGREEMENT - PAGE 2 ( ( THENCE south 55'’35’52" west a distance of 280.53 feet to an iron pin for a corner; THENCE south 77'’36'29" west a distance of 139.91 feet to an iron pin for corner; ENeEnortht2'’2500 dHI M0TO©eT16 FPa 73,766.18 square feet or 1.6934 acres of land ing and containing PLUS. TRACT "C" All that certain tract or parcel of land lying in the T. Toby Survey, Abstract Number 1285, City ofDenton, Denton County, Texas, as shown in Exhibit B (Tract 'C-), and described as follows COMMENCING at the Northwest corner of a Tract of Land as conveyed to the Nobles Companyby deed recorded in.Volume 2798. page 695, Real Property Records of Denton County, Texas,said point lying in the south line of F.M. Road 1515; THENCE. north 88'33"43 seconds west with the south line of said F.M. Road1515 a distance of 265.14 feet; THENCE. north 01'50' 39" west along and near a fence on the east line of Tom Cole Roada distance of 1000.0 feet; THENCE, south 88'09'21" west a distance of 902.71 feet to a corner on {he east line of an asphalt taxiway; THENCE, north 12'25'00" west with the east line of said taxtway a c#gtance of 274.35 feet; THENCE. north 77'35'00" east a distance of 340.00 feet to an iron pin at the northwest cornerof a tract of land described as property 8 in Resolution No. R-91-052. City of Denton, Denton County, Texas; THENCE. south 12'25'OO" east. with the west line of said 1.6928 acre tract a distance of 222.00 feet to an iron pin found at the southwest corner of said 1.6928 acre tract and the point ofbeginning of the herein described tract: THENCE, south 77'degrees 44'34" west a distance of 154.52 feet to an iron pinset for the northwest corner of the herein described tract; THENCE, south 12•25’00" east a distance 200.00 feet to an iron pin set for the southwest corner of the herein described tract: THENCE. north 77'36'29" east a distance of 530.00 feet to an iron pin set for the southeastcorner ofihe herein described tract; THENCE, north 07•49'03" west a distance of 306.14 feet to an iron pin found at the southeastcorner of said 1.6928 acre tract a distance of 280.54 feet to a found pin; THENCE. south 55'35'29" west with the south line of said 1.6928 acre tract a distance of 280'54 feet to a found iron pin; THENCE. south 77'36'29 seconds west with said south line a distance of 1 39.90 feet to the polnt of beginning and containing 120.841.858 square feet. or 2.7741 acres of land' EZELL AVIATION, INC. LEASE AGREEMENT - PAGE 3 ( ( The Fixed Base Operator tract, as described in Section 1. A., will comprise of a totalof 250,908.038 square feet or approximately 5.7569 acres. Together with the right of ingress and egress to the property. in common-with others so a–aRMadaTt Mmy. subject to reasonable regulationsof Lessor. This right shall extend to Lessee’s employees. passengers, patrons. and invitees B. Lessor does hereby demise and let unto the Lessee, and Lessee does hereby lease and take from the Lessor. the land and facilities herein described, and the rights, licenses, and privileges in connection with the use of such property and improvements as follows: 1.The use, in common with others authorized so to do, of said airport and all appurtenances, facilities, improvements. equipment and services which have been or may hereafter be providedthereat 2 The operation oF a transportation system by aircraft. the repairing, maintaining. conditioning, servicing, parking or storage of aircraft or other equipment; the training of personnel and the testing of aircraft and other equipment; the sale. disposal or exchange of qiicraft, engines.accessories, and related equipment; the servicing by Lessee of aircraft and other airport related equipment. including the right to install and maintain on said airport adequate.storage facilities,and appurtenances, including right of way necessary therefor: the landing. tpking off. parking, loading. and unloading of aircraft and other equipment; the right to Io.ad and unload persons,property and mail at said airport. by such means as Lessee may’desire. with the right todesignate the carriers who shall transport Lessee's passengers and their baggage to and From the airport. and. also, the further right to designate the carriers who shall transport Lessee's airborne freight. if any, to and from the said airport; the right to install and operate advertising signs. the general type and design of such signs to be reasonable and appropriate; the conductof any other aviation related business or operations reasonably necessary to the proper, necessary and approprIate conduct and operation by Lessee of its business; and without in any way limiting the foregoing, Lessee specifically agrees that. if Lessee elects to engage in or provide any of the above services on the premises herein leased, Lessee will: a. Provide service to the public on a non<iiscriminatory basis; b. Conduc..I and operate its business and management in a courteous and efficient manner; C.If Lessee.provides tieqown service. Lessee will provide He<lown service to overnight or other transient aircraR or aircraft remaining at the airport for twentY-four (24) hours or less; d.If Less8e provides aircraft fuel services. Lessee will make available either bY tank truck. staUonaly pump or other suitable dispensing equipment approved bY the Fire Marshall oF the City of Denton, the quality of gasoline and other petroleum distillates normalIY found at stmtla[airports; and all storage tanks for gasoline and otheF aviation fuels shall be placed underground in accordance with the provisions of the Fire Code of the CitY of Denton for underground flammable liquid storage tanks. e.Lessee may not use any of the leased land or premises for the operation of. a motel. hotel: prIvate club or bar. apartment house. or for industrial. commercial or retail purposes. except as authorized herein. without the expressed written consent of LessoF' EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 4 (( + t.- Lessee shall have the non4xclusive right to construct and operate a resburant on the leasedpremises during reasonable hours as agreed to by Lessee and Lessor. g.Lessee shaH install, maintain, and operate proper radio and meteorological equipment to man (monitor and respond) the Airport Unicorn, frequency 122.7. Lessee will operate the Unicom during normal Airport operating hours, Monday through Friday, 8:00 A.M. to 5:00 PMLessee will have the non4xclusive right to conduct Unicorn operations on the aboveidentified frequency 3.Lessee is hereby authorized to construct upon the land herein leased. at its own cost and expense, buildings, hangars. and structures. including fuel storage tanks or other equipment that Lessor and Lessee mutually agree are necessary for use in connection with the operationsauthorized by this lease; provided, however, before commencing the construction of anyimprovements upon the premises, Lessee shall submit: a. all plans and specifications showing the location upon the premises of the proposedconstruction; and b. the estimated cost of such construction. No construction may commence until Lessor, acting by its City Council, has app'roved 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. Documentary evidence of'.the actual cost ofconstruction shall be delivered by Lessee to Lessor's City Manager from time to time:as such costs are paid by Lessee. and Lessor’s City Manager is hereby authorized to endorsedpon a copy of this leaseflled with the City Secretary of Lessor such actual amounts as he shall hav6 found to have been paid by Lessee, and the findings of said City Manager when endorsed by him upon said contract shall be conclusive upon all parties for all purposes of this agreement. C. Cqmmergjal I.grId Preml9e TRACT "D" 1 Commercial Tract "D- - Developed Land subject to Lease Payments: All that tract or parcel of land lying in the T. Toby Survey, Abstract Number 1285, City of Denton, Denton .County, Texas, as shown in Exhibit C (Tract "A-), and described as follows: COMMENCING at the northwest corner of a tract of land as conveyed to the Nobles Company by deed ncbrded in Volume 2798, Page 695, Real Property Records of Denton County, Texas. said point lying in the south line of F.M. 1515; THENCE horth 88o33'43„ west with the south line of said F.M. 1515 a distance of 265.14 feet; THENCE north 01'’50'39" west along and near a fence on the east line of Tom Cole Road adistance of 1 000.00 feet; THENCE south 88'’09'21" west a distance of 902.71 feet to a corner on the east line an asphalt taxiway; THENCE north 12'’25’00" west with the east line of said taxiway a distance of 274.35 Feet; EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 5 /( THENCE north 77'35'00" east a distance of 280.00 feet to an iron pin set for Southwest corner of a tract of land described as property A in Resolution No. R91452,8-20-1991 . City of Denton Denton CountY Texas and the point of beginning of the herein described tract: ‘ THENCE north 12'’25i00'’ west a distance of 240.00 feet to a point for a corner; THENCE north 77'’35'00" east a distance of 427.15 feet to a point for a corner; THENCE south 17'’35'52" east a distance of 240.98 feet to a point for a corner; THENCE south 77'35'00" west a distance of 448,93 feet to the Point of Beginning and a.)ntaining105,131.154 square feet or 2.4135 acres of land. Together with the right of ingress and egress to the property. in common with others so authorized. of passage upon the Airport property generally, subject to reasonable regulauons of LessorThis right shall extend to Lessee's employees. passengers, patrons, and invitees, D.V$9 qf Cqmmergjrl Land Preml$99 (TraQt "D") Lessee is granted the non-exclusive privilege to engage in or provide the following: 1 Hangar Lease and Rental The rental or lease of hangars and hangar spate and relatedfacilities upon the leased premises. 2 Office Space Lease or Rental The rental or leaso of office space in=.or adjoining Lessee'shangars. ; 3 Aircraft Storage and Tie-down'. To provide parking. storage and tie<lown service. for bothLessee's and itinerant aircraft upon or within the leased premises. Lessee. his tenants and sublessee shall not be authorized to conduct any services not specifically listed in this agreement. The use of the lease premises of Lessee, his tenants or sublesseeshall be limited to only those private, commercial. retail or industrial activities having to do with or related to airports and aviation. .No person. business or corporation may operate a commercial. retailor industrial business upon the premises of Lessee or upon the Airport without authorization from theLessor in a written form approved by City Council. The City shall respond to the request for authorization within sixty (60) days of written notification to Lessor’s City Manager. If authorization isnot received within the required sixty<lay time period. authorization of the activity will be consideredgranted. This granting of authorization does not relieve the Lessee or it sublessee. successor, or assign of complian@'with terms or conditions in this agreement. II. PREMISES AND LEASEHOLD IMPROVEMENTS A. Preml qq Define For the purposes of this lease the term "Premises- shall mean all property located within the metes and bounds described above in Section I. including leasehold improvements constructed bY the Lessee, but not including certain easements or property owned or controlled bY the Lessor.+ EZELL AVIATION, INC. LEASE AGREEMENT . PAGE 6 + + r ( B.Ir$provement Requirement$. In making anY improvements on the Premises. Lessee shall comply with the following: All requirements of the Lessor’s Land Development Code, other than planing requirementsincluding but not limited to Lessor’s Building, Fire, Electrical, and Plumbing Codes, and other Codes and ordinances applicable to the improvements to be made, including he payment of anyfees established by ordinance. 2 Prior to commencing development, Lessee shall obtain the City Council's determination that the improvements conform to and are compatible with the overall size, shape. color, quality. design,appearance. and general plan of the program established by the Lesser’s Master Plan for theAirport 3. 4. 5. Any rules or regulations of the any Federal or State agency having jurisdiction thereof. Construction of drainage improvements, as required by City's subdivision rules and regulationslocated at boundary between FBO Tracts "B" and "C" to be completed June 1. 1998. The construction of an addition to the existing FBO facility of approximately 7,000 square feetto be completed June 1, 1998. : 6. 7. Construction of a new hangar of approximately 44,000 square feet to be CQmpleted June 111998 The City of Denton agrees to pay ten (10) percent of constructio’n costs of the drainageimprovements which are described in paragraph 4 above. These costs will not be eligible for payment until they have been reviewed and found to be accurate and reasonable by the City ofDenton Engineering Department. Such costs witt not be paid until completion of improvements listed in 4, 5, and 6 above. The ten (10) percent credit will be refunded in twelve monthlyincrements by reduction of the monthly land lease payments to begin the first month after completion of 4. 5, and 6 above. C.TIme fqrApprQvel by QQunqjl. The required determination by the City Council that the plans are compatible with the Master Plan for the Airport shall be made by the Council within sixty (60) days of proper submission of theplans to Lessor. If the Council fails to act within the sixty (60) days, the plans shall be deemed approved for the purposes of the requirement of compatibility with the Master Plan. but shall not be deemed approvectlbr any other requirement. including the requirement to comply with the Lessor'sLand Development Code and other applicable codes. OwnershIp Qf ImPrQvern9nt$; 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 RqmQv91 Qf BuildingS. No building or permanent fixture may be removed from the premiseswithout the written consent of the Lessor. EZELL AVIATION. INC. LEASE AGREEMENT . PAGE 7 ( ( 2.AsSumption. All buildings and improvements of whatever nature remaining upon the leasedpremises at the end of the primary term, or any extension thereof, of this lease shall automatically become the property of Lessor absolutely in fee without any cost to Lessor. 3.Building Ute. It is agreed that the life of the building to be constructed by Lessee on the propertyherein leased is: a. Thirty (30) years for existing FBO and commercial tract improvements b. Forty'five (45) years for new improvements to be constructed on FBO Tracts A, 8, and C 4.(.,anQQllatiQn. Should this lease be canceled for any reason before the end of the terms. it isespecially understood and agreed that Lessor reserves the right to purchase aU buildings,structures and improvements then existing upon the premises by. tendering to Lessee jonethirtieth (1/30th) of property on Commercial Tract D. one forty-fifth (1/45) for the new improvements constructed on FBO Tracts A, B. and C, and one-thirtieth (1/30) of the existing improvements in FBO Tract A of the undepreciated value of such building for each yearremaining on the agreed lif8 of such building. The undepreciated value of all improvements is to be determined by having such improvements appraised by three appraisers. one appointedby Lessor, one appointed by Lessee and one appointed by the two appraisers; provided. however, the total value of such building plus an increase in value not to exceed fifty percent (50%) of the original cost of such improvements. , 111.PAYMENTS A. 1 Payment9 - FIxed B#9ed Qp9ratQr PremIse$ Fixed Base Operator Land Paym'8nt:Land Rental payments shall be due and payable in twelve (12) equal monthly installments inadvance, on or before the 15th of each month. Annual rental payments will be based on the following formulae, calculated on the basis of minimum yearly rentals adjusted for inflation as perSection IV a.Q 5/01/97 . Q4/3Q/2Q19; $0.061 per square foot minimum yearly rental ($0.061 x 250.908.038 = $15,305.40 1and rental per year / 12 = $1,275.45 1and rental per month.) Land rental will be adjusted in two (2) five-(5) year periods (the first such readjustment occurring May 1, 20021 the second at May 1, 2007 and annually thereaRer per Section IV. of this lease untilMay 1. 2019 b. Q 5/01/2019 . 04/aQ/2027; The current lease rate will be increased bY a sum of $0.06 pet square'fdot minimum yearly rental. and adjusted annualIY thereaRer per Section IV- A- of thislease until April 30, 2027. 2.Hangar and Tie-Down Rental Fees-. Ten (10%) percent of all hangar and tie<lawn rental fees collected bY Lessee from customFrs of Lessee each month during the term of this lease. An annual certified statement concerTljlg collection of hangar and tieqown space rentals will be submitted within 60 daYS of the end of the calendar year or, in the event of termination, 60 daYS from the date of termlnatlon 3 Aviation Fuel Fees'. Fuel payments shall be based on fuel purchased bY Lessee and the Leese.e’s sybless_eLe' assigns, heirs or successors. It will include an fuel purchased From off'airport fuel vendOFs' The EZELL AVIATION. INC. LEASE AGREEMENT ' PAGE 8 r (‘ DaYment shall be based on the qmount of four percent (4%) of net cost of fue1 purchased. Net post.of hJel purchased is the cost oFfuel not including taxes on the purchase. Lessee will provib: lnvolcesJn a.monthly basis along with the payment to the Lessor. An annual certified ;.opy ofpurchasBs will bo submitted within 60 days of the end of the calendar year or, in the event oftermination, within 60 days from the date of termination. B. 1 PaYm9nh - CqmmerQl gl 1.grId Rqntrl Land Rental-. Land Rental payments for Commercial Tract "D" shall be due and payable in twelve (12) equal monthly installments in advance, on or benn the 15k1 of each month. Annual rental paymentswill be based, and adjusted, on the following formulae : a.Q 5/01/97 - Q4/30/2011: $0-08558 per square foot minimum yearly rental ($0.08558 x 105,131.154 = $8,997.12 1and rental per year / 12 = $749.76 1and rental per month.) Land rental will be adjusted in two (2) five-(5) year periods (the first such readjustment occurring May 1, 2002. the second at May 1, 2007.) Commercial Land will be readjusted per SectionIV of this Lease. b. 05/01/2011 - 04/30/2027: $0.15 per square foot minimum yearly rental for'land described as Commercial Tract "D" on Exhibit “C-. Commercial Land will be readjusted annuallyper Section IV of this Lease. IV. PAYMENT ADJUSTMENTS AND TERMS A. AdJustments: it is expressly understood and agreed that the yearly rental for the land herein leased shall be readjusted, up or down. on the basis of the proportion that the then current United States Cost of Living Index (CPI-U) for the Dallas/Fort Worth. Texas Standard Metropolitan Statistical Area. as compiled by the U.S. Department of Labor, Bureau of Labor Statistics. bears to the January 1997, index which was 150 (1982-84 = 100). Each rental adjustment, if any, shall occur on the 1 st day of May, with respect to the adjustments defined in Section III. The adjustments shall be based on the annual cents per square feet based on the squar8 footage for the Fixed Base Operator and theCommercial Tract. The adjustments in the yearly rent shall be determined by multiplying the minimum rent as set forth in section in Section III. by a fraction, the numerator of which is the index number for the last available month prior to the adjustment, and the denominator of which is the index number for January 1997,which was 150- (138244 = 100). If the product of this multiplication is greater than the minimum yearly rent as set forth in Section III., Lessee shall pay this greater amount as the yearly rent until the time of the next rentd'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 III.. 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 III. The adjustment shall be limited so that the annual rental payment determined for any given year shall not exceed the annual rental calculated for the previous year by more than ten percent (10%). If the consumer price index for all urban consumers (CPI.U) for the Dallas'Fort Worth geographical region. as compiled by the U.S. Department of Labor, Bureau of Labor Statistics. 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 Section iII. of this lease, but substituting the index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For An Urban Consumers (CPI'U) for the index numbers for the CPI-U applicable to the Dallas-Fort Worth geographical region. If both the EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 9 e ( ( sjaPs!!cs cajFdLkLr in this sect.ion adjustments shall be made using the most nearly comprar;HEstatistics published by a recognized financial authority selected by Le-ssor. – - ' ’ ---"- B. mln9nLIgaIIS: All payments, including land rental. and fees. will be due on the 15th of the month1 Thi? pay{ne.nt will be br the prior month fees and the curTent month land rentals. If payments are pot rFFeived beR)re or on the 15th, a 5% penaltY will be due as of the 16th. If payments are not received PY the 6rst of the subsequent month, an additional penalty of 1% of the unpaid renta1/fe'e amount will be due. A 1% charge will be added on the first of each subsequent month until unp;i ren.taI/fee payment is made. Failure to pay the rent, fee. or either monetary penalty ambunt;-oidelinquent rent or fees shall constitute an event of default of this Lease. V. LEASE TERMS A' Ib££lx9dBH£DwratQli The term of this Lease shall be a period of thirty (30) years commencing on the 1 st daY of MaY 1997, and ending at midnight on the 30th day of ApHI, 2027. unless terminated under the provisions of this lease. Lessee shall have the option to exten£i the term of thisLease for two additional ten (10) year periods subject to terms negotiated at that time';between Lessor and Lessee. If Lessee elects to exercise its option to renew thi; Lease. Les$ee shbll noUN the City Manager. in writing, at least one hundred eighty (180) days beFore the expiraUdtI of the initial {hirty (30')year Lease. At the end of the initial ten <10) year option. Lessee shall have the optic>n to exter;d th£term of this Lease for an additional ten (10) years subject to terms negotiated at that time between Lessor and Lessee. If Lessee elects to exercise this second option. Lessee shall notify the city Manager- in wntingl at least one hundred eighty (180) days before the expiration of the initial ten (10)years B. CQmmqrQlal I,Ind, Tragt D; The remaining term of this lease will be for a term of thirty (30) Years. commencing on the lst day of May, 1997. and continuing through the 30th day of April. 2027.unless eadier terminated under the provisions of the Agreement. Lessee shall have the option to extend the term of this Lease br an additional period of ten (10) years subject to terms negotiated at that time between Lessor and Lessee. If Lessee elects to exercise its option to renew this Lease, Lessee shall notifY the CitY Manager. in writing, at least one hundred eighty (180) days before the expiration of theinitial thirtY (30) year Lease. At the end of the initial ten (16) year option, Lessee shall have the option to extend the term of this Lease for an additional ten (10) years subject to terms negotiated at that timebetween I.essor and Lessee. If Lessee elects to exercise this second option, Lessee shall notify theCitY Manager. in_Writing, at least one hundred eighty (180) days before the expiration of the initial ten(10) years VI. ASSIGNMENT OF LEASE Lessee expressly covenants that it will not assign this lease. nor sublet the whole or any part of the saidpremises for any purpose, except for rental of hangar space or tie<iown space, without the written consentof Lesson except that any person. corporation or institution that lends money to Lessee for the construction of any hangar. structure. building or improvement upon the leased premises and retains a security interest in said hangar. structure. building or improvement shall. upon default of Lessee's obligation to said mortgagee.have the right to enter upon said leased premises and operate or manage said hangar, structure. building or EZELL AVIATION, INC. LEASE AGREEMENT - PAGE 10 ( r improvement according to the terms of this agreement, for a period not to exceed the term of the mortgage with Lesseo, or until the loan is paid in full. but in no event longer than the term of this lease. Lessor agrees that it will not unreasonably withhold its approval of the sale or sublease of the facilities for airport relatedpurposes VII. SUBROGATION OF MORTGAGE Any person, corporation or institution that lends money to Lessee for construction. purchase and orrefinance of any hangar, structure, building or improvement and retains a security interest in said hangar. structure, building 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 improvementaccording to the terms of this Agreement. for a period not to exceed the term of tho mortgage with Lessee,or until the loan is paid in full; or such mortgagee shall have the right to removo any buildings or structures from the premises; however, if such mortgagee is planning to remove any buildings, then they will notifyLessor in writing of such intent to remove. and Lessor will have sixty (60) days from receipt of such notice toexercise an option to purchase such buildings or structures under the provisions of Article II hereof. It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgage. those improvements purchased with the borTowed funds. and those improvements pledged to secure the refinancing of the imprQvements VIII. RIGHT OF EASEMENT t.\ Lessor shall have the right to establish easements, at no cost to Lessor. upon,the leased ground spacefor the purpose of providing utility services to, from or across the airport propertY. However, anY sucheasements shall not interfere with Lessee's use bf the "leased ground space" and Lessor shall restore the property to its original condition upon the installation of any utility services on. in. over or under anY sucheasement. IX. CANCELLATION OF LEASE A. CrnQ9ljgtjqn by Le$$or: In the event that Lessee shaH file a voluntary petition in Bankruptcy or proceedings in bankruptcY shall be instituted against it and Lessee thereafter is adjudicated bankrupt pursuant to suchproceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought unier the_pIovisions of any Federal reorganization act. or Lessee shall be divested of its estate herein by other ope-ntion of law. or Lessee shall fail to perform. keep and obsetve anY of the terms'covenants, or condiUons herein contained, or on its part to be performed, the Lessor maY give Lesseewritten notice ta-correct such condition or cure such default and, if any condition or default shall continue br hirty (30) days after the receipt of such notice by Lessee, then Lessor maY, teFminate thls lease by a thirt; (30} da ys 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 Article II hereof B. Canceljgtjon by L.q;$eg: Lessee may cancel this Agreement. in whole or part. and terminate all or ?nY CIf its obligat!?:s hereunder at any time, by thirly (iQ) days written notice, upon or aRer the happening ?f ?nY f.>ne .of th:Following events: (1) issuance by any court of competent jurisdiction of a permanent injunction.! any way preventing or restraining the use of said airport or anY part thereof foF airport purposes; (2) anY EZELL AVIATION. INC. LEASE AGREEMENT ' PAGE 11 ( r action of the Civii Aeronautics Board and/or Federal Aviation Agency refusing to permit Lessee to operate into, from or through said airport such aircraft as Lessee may reasonably desire to operatethereon; 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 thirty (30) days after receipt of a written notice of theexistence 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 regutaUon of any appropriategovernmental 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 authorizedagency thereof of the maintenance and operation of said airport and facilities or any substantial part orparts thereof. X. SPECIAL CONDITIONS It is especially understood and agreed by and between Lessor and Lessee that this lease agreement is subject to the following special terms and conditions: A. Nothing contained herein shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 1349 of TiMe 49. United States Code Annotated. B. Lessor reserves the right to further develop or improve any public parking area, landing areaor other portion of the airport property without notice to Lessee. C. During time of war or national emergency, declared by the Congress or thd. President of the United States. Lessor reserves the right to alter, amend, or suspend this agrEement upon demand of military, or naval authorities of the United States. D. Lessee, its personal representative. successors in interest. and assigns. as a part of theconsideration hereof, does hereby covenant and agree as a covenant running with the land that: 1 no person on the grounds of race. color, or national origin shall be excluded from participation in. denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2.that in the construction of any improvements on, over. or under such land and the furnishing ofservices thereof, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 3 that the Lessee shall use the premises in compliance with all other requirements imposed bY orpursuant to Title 49, Code of Federal Regulations. Department of Transportation. Subtitle A. Office of the,Secretary, Part 21, Nondiscrimination in Federally.assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1 964, and as saidRegulati WS may be amended. TInt in the event of breach of any of the above nondiscrimination covenants, L.essor shall have the right to terminate the lease and to re-enter and repossess said land and the facilities thereon. andhold the same as if said lease had never been made or issued. E. The Lessee assures that it will undertake an affirmative action program as required bY 14 CFR Part 152. Subpart E. to insure that no person shall on the grounds of Face, creed, color, natlonal orlgln.or sex be excluded from participating in any employment activities covered in 14 CFR PaR 152. Subpart E. The Lessee assures that no person shall be excluded on these grounds Rom panlclpatlng in or receiving the services or benefits of any program or activitY covered bY this subpart- The Lesseeassures that it will require that its covered suborgankations provide assurances to the LessoF that theY EZELL AVIATION, INC. LEASE AGREEMENT - PAGE 12 ( f \ similarly:wHI undertake affirmativ8 action programs and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E. to the same effect. F. If Lessot files an action to enforce any covenant, term or condition of this lease, or for the recovery of the possession of the leased area, or for breach of any covenant, term or condition of thislease, then Lessee agrees to pay to Lessor reasonable attorneys Fees for the services of Lessor's attorney in such action as part of the costs incurred, such attorneys fees to set by the Court. G. Lessor’s waiver or breach of one covenant or condition of this lease shall not be deemed a waiver of subsequent breaches-of other provisions, and Lessor’s acceptance of rental payments shall not be deemed a waiver of any of the provisions of this lease. H. Lessee shall be provided access to the property leased hereunder either through access "A" oraccess "B", at Lessor's discretion. as shown on Exhibits "A." 'B.- and 'C.- attached hereto and incorporated herein by reference. Lessor reserves the right to change Lessee's means of ingress andegress from one designated access to another at Lessor’s option. I. Runways and TBxlwRy9: That because of the present sixty thousand (60,000) pound continuous use weight bearing capacity of the Iunway and taxtways of the Airport. Lessee herein agrees to limit all aeronautical acUviV including landing. takeoff and taxiing, to aircraft having an actual weight. including the weight of its fuel. of sixty thousand (60.000) pounds or less, until such Hmp =that the Iunwayand designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that. based on qualified engineering studies, the weight restrictions andprovisions of this clause may be adjusted. up or down, and that the Lessee agrees to 9bide bY anY such changes or revisions as such studies may dictate. "Aeronautical Activity" referFpd ta in this clause shall include that acUvity of the Lesse8 or its agents or subcontractors. and its cu€tomers and invitees, butshall not include those activities which it neither controls nor solicits. such as an unsolicited or unscheduled or emergency landing. Negligent disregard of the provisions of this section shall besufficient to cause the immediate termination of this entire Agreement and subject the Lessee to be liable for any damages to the Airport that might result. J. PrlnQlpje9 Qf QpQr8tIQn9: 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 servlce= provided: that he Lessee may be allowed to make reasonable and nondiscdminatorY discounts. rebates. or.other similar types of price reductions to volume purchasers. K. RIght of Indlvldurl$ b MalnBln Alrgr8ft: it is clearly LJnderstood bY the Lessee that na F19ht or privilege has ban granted which would operate to prevent anY person. Hrm or corWration op?FatlngaircraR on the airport from performing any services on its own aircraR with its own regular emploYees (including, but not limited to, maintenance and repair) that it maY choose to perfoFm L. 1 PhI1?110 Ar91 9: 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 interference or hindrance EZELL AVIATION. INC- LEASE AGREEMENT - PAGE 13 ( if 2 3. 4 Lessor reserves th6 rfght to take anY action it considers necessary to protect the aeria1appr9aches of the airport against obstruction, together with the right to pre Lent Leg'see }rfi e[:Ftllg.._ o:Lpenniltipg to be erected, anY building or other structure on or adjacent to the airport whicjl1 i.n thE opinion ?f the Lesson would limit the usefulness or safety of the airporT orconstitute a hazard to aircraR or to aircraft navigation. ' – – ' ‘ 5.This Lease shall be subordinate to the provisions of any existing or future agreement betweenLessor and the United States or agency thereof, relative to the operation or maintenance of theAirport XI. INSURANCE e' . Riguj£g£klwaw: Lessee, at its expense. shall maintain continuously in.effect at all timesduring the term of this agreement the following insurance coverage: 1 Comprehensive general liability covering the leased premises1 tho Fgssee or its company, itspersonnel, and its operations on the Airport. 2, 3. 4. Aircraft liability to cover all flight operations of Lessee. Fire and extended coverage for replacement value for all facilities used by the Lessee either asa part of this agreement or erected by the Lessee subsequent to this agreement. 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 aminimum of thirty (30) days written notice to the City prior to the effective date of anycancellation or lapse of such policy. 6. 7, All policies must be approved by the Lessor. The Lessor shall be provided with a copy of all such policies within thirty (30) days of the signingof this Agreement. During the original or extended 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 becpmmensurate with insurance requirements at other public use airports similar to the Denton Municipal EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 14 r ( Airport. in Size and in scope of aviation activities. located in the southwestern region of the United States. Lessee herein agrees to comply with an increased or adjusted insurance requirernents that may be required by the Lessor throughout the original or extended term of this Lease, including types ofinsurance and monetaw 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 tha increased oradjusted 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 additional types of insurance and/orinsurance 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 Lesse.e 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. B. . I'll DurIng all tImes that thIs lease 18 in effect, the partIes agree that Lessee isand shall be deemed to be an Independent contractor and operator and not an agent oremployee of CIty wIth respect to Its acts or oml88lon8 hereunder. For all .the purposeshereunder, Les800 is and shall be deemed an Independent contractor and it is matualtY agreed that nothIng contaIned hereIn 8hall be deemed or construed to constitute a partnoFShlp Of Joint venture between the partIes hereto. c Lessee agre88 tO IndemnIfy and hold harmle88 the CIty and Its 99ent8, emploY88sp and representatIves–from and agaln8t all IIabIIIty for any and all claIms, iult8, demands, and/o[at..-tlon8 arIsIng from or ba8id upon Ihtontlonal or negIIgent acts or omIssIons on the part ofLessee, Its agents, representatIves, employees, members, patron81 vl8ltor81 contractors andsubcontractors (if any), and/or suble88e6, whIch may arIse out of or result bom Lesseo's occupancy or use of the premIses and/or actIvitIes conducted in connectIon with or incidentalto this Lease Agreement’ Lessee shall also IndemnIfy CIty agaInst any and all mechanic's andmaterlalrnen' s IIons or any other types of llen8 imposed upon the pteml80s deml8ed hereundet arising a8 a result of L88soe'8 conduct or actIvItY. ThIs IndemnIty ProvIsIon extends tO any and all such claim81 SUit91 demands, and/O[actIons regardless of the type of reIIef sought therebYl and whether such fellef is in the form O!damages,iudgmont8, and COStS and reasonable attorney's fee8 and expns081 or anY othef legalor eqJitable form of remedy. ThIs IndemnItY ProvIsIon shall appIY regardless of the natufe o! the injury or harm alleged, whether for Injury or death to persons or damage to pFOP.ejY, andwhett;or such clams by alleged at common law, O1 8tatutoIY OF constItutIonal claIms, OJ otherwIse. ThIs IndemnIty ProvIsIon shall appIY wh8theF the basIs for the claIm, stIll. demaqd’and/or actIon nay be attributable in whole or in part tO the L888eol Ot tO anY of itS .a.gents’ representatIves, employees, members, patrons, visItors, contractors (if anY)I and/or sublessaeor to anyone dIrectly or IndIrectly employed bY anY of them. Further, CIty assumes no responsIbIlitY or IIabIIItY fof haFml InJuW, 9f anY cIa.m.aglngevents whIch are directly or IndIrectly attrIbutable to promIse defects or condItIons_wtyet: TaXnow exist or whIch may hereafter arIse upon the preml8e8' anY and all su.?hjefqc Ts beIng expres8ly waNed by Lessee. Lessee understands and agnes that thIs Inden:n.itY EnvisIon sp: I £pply to any and an clalm8, suits, demands, atIdIOt actIons ba8ed upon of ad8lnq TAom anY_!!!claIm as8erted by or on behalf of LesSeo or any of Its membonl patFon8, vl8lton. agents' employees, contractors and subcontractors (if anY)I and/or 8uble88ee EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 15 ( r It 18 expressly understood and agreed that the CIty shall not be IIable or r08pon8lble forthe negIIGence of Lessee, Its agents, servants, employe08 and cu8tomen. Le8800 furtheragrees that it shall at all tImes exercIse r8a80nable precautIons for the safety of and shall besoloty responsIble for the safety of Its agents, repr888ntatlv08, omployee8, members, patrons,vl8ttor3, contr8ctor8 and subcontractors (if any), and/or 8ub.1888888, and other per80n8, as wellas for the protectIon of suppIIes and equIpment and the property of Lessee or otherpersons. Lessee further agrees to comply wIth all appIIcable provl8lon8 of Federal, State andmunIcipal safety laws, regulatIons, and ordInances. PROVIDED FURTHER; that tho Le888e and the CIty each agree to gIve the other party prompt and tImely notIce of any such claIm made or suIt InstItuted whIch in anY waYl dIrectIYor IndIrectly, contlngentty or otherwIse, affects or mIght affect the L0880e or the CItY. Lesseefurther agrees that thIs IndemnIty ProvIsIon shall be con8ldorBd a8 an addItIonal nmodY to CitYand not an exclusIve remedy. XII. STANDARDS Legsee shall meet or exceed the following standards: A. Address: Lessee shall file with the City Manager’s airWrt designee and keep cyrTent its mailingaddress. telephone number(s) and contacts where he can be reached in an emergencY. B. Ud: Lessee shall file with the City Manager’s airport designee and keep burrent a list of itstenants and sublessee. FP c. CQndUQt: Lessees shall contrac,tually require its emploYees and sublessee (and sublessee's invitees) to abide by the terms of this agreement. Lessee shall promptIY enforce its contractual tightsin the event of a default of such covenants D. Vtllltl9$, T8x99 and Fe. e: Lessee shall meet a11 expenses and paYments in CQnnectiQn "!'tt: the use if'the Premises and the rIghts and privileges herein granted. including the timeIY paYment of utilities, taxes. permit fees, license fees and assessments lawfulIY levied OF assessed' E. Lew 9: Lessee shall comply with all current and future federal. state and local laws. FUles ang regulations which may apply to the conduct of business contemplated. including rules, re.guI.s an:lor;inan€,es promulgated’ b; Lessor, and Lessde shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. Lau prrpgrIT::E:gI, El=?IF:i :=?a:=:==JET=S:LRLegf?:!h==?jngho:aeTi=bEeF:rSngdrausPsk=;other vegetation on the Premises, and shall keep said Premises neat. clean and in respectablecondition, free hm any objectionable matter or thing. EL OP:aT:hseloY£:::tErE5;:LiFTr?vea iEa: JEt::;:L:::h:::?sheodu:aeTdo?rf::::I:iFrifITcommercial or retail purposes, except as authorized herein. other airport premIses. EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 16 ( J t. 1. 6himtgpl+: Lessee agrees to property store. collect and dispose of aN chemicals and chemica1 residues; to properly store, confine, collect and dispose of all paint. including paint spray in the atmosphere, and paint products; and to comply with all Local, State and Federal regulations governingthe storage, handling ot disposal of such chemicals and paints. J. §jqn9: During the term of this Agreement, Lessee shall have the right, at its own expense, toplace in or on the lease Premises signs identifying Lessee. Said signs shall be of a size. shape anddesign, and at a location or locations. approved by the Lessor and in conformance with any overalldirectional graphics or sign program established by Lessor on the Airport. Lessor’s approval shall not be withheld unreasonably. Said signs shall ba maintained in good repair throughout the term of this agreement Notwithstanding any other provision of this agreement, said signs shall remain the propertyof Lesse8. Lessee shall remove. at its expense. all lettering, signs and placards so erected on the premises at the expiration of the term of this Agreement or extensions thereof. XIII. COVENANTS BY LESSOR Lessor hereby agrees as follows: A. To provide and pay for the instaUatjon and monthly electricity required for security lighting at the airport which Lessor requires to be installed under any safety or fire regulations, or as. may be requiredby Lesson B. To maintain the airport in an acceptable condition for general aviation activities on said airport; JV C. Lessor covenants and agrees not to enter into any subsequent lease, contract. or agreement with any other person, Hrm or corporatioN for the operation of a Fixed base general aviation operationor business similar to Lessee's business on the airport containing more favorable terms than this agreement or not accorded to Lessee hereunder unless the same rights, privileges and concessions are concurrently and automatically made available to Lessee. D. . That on payment of the rent, fees, and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceabty hold and enjoY the leased premises and all the rights and privileges herein granted. E. Lessor warrants and represents that in the establishment. construction and operation of the said Denton Municipal Airport, that Lesser has heretofore and at this time is compIYing with all existing niles. regulations, and criteria distributed by the Federal Aviation AgencY, Civil AeFonautics Board' or anY other governmental authority relating to and including, but not limited taI noise abatement. air rights and easements over adjaining and contiguous areas. over'flight in landing o[ 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 aerialoperations over ajoining property in the course of normal takeoFf and landing proceduFes from said Denton Municipal Airport; Lessor further warrants and repFesentS that at all times during the termhereof. or any renewal or extension of the same, that it will continue to compIY with the fofegolng XIV. COVENANTS BY LESSEE Lessee hereby agrees as follows: A. To indemnify and hold harmless the Lessor from and against all Ioss and damages' inc.I.udlnq death. persona1 injury, loss of properV or other damages, arising or resulting from the operation ofLessee's business in and upon the leased premises. EZELL AVIATION. INC. LEASE AGREEMENT ' PAGE 17 ( B. Not to make or suffer any waste to be made of the premises and will keep said premises neatclean and respectable condition, free from objectionable matter or thing. C. To observe and comply with an current and future laws and ordinances and all regulations of federal, state, county or city airport authorities or agencies having jurisdiction ov8r the conduct ofoperations at the airport. D. To keep adequate records of income and expenses and make such records reasonably available, upon request, to the Director of Financ8 of the City of Denton. Texas. E. Lessee wHI quit possession of all premises leased herein at the end of tho primary term of this lease or any renewal or extension thereof, and deliver up the premises to Lessor in as good conditionas existed when possession was taken by Lessee, reasonable wear and tear excepted. F. Lessee shall, at its expense, procure all licenses. certificates, permits, or other authorization from any and all governmental authorities, if any. having jurisdiction over the operations of Lessee. XV. MISCELLANEOUS PROVISIONS A. VUlltle9. Lessee shall provide aN utilities for the premises leased to Lessee at its own cost and expense. Utilities shall also include any security lighting required by Lessee for the. convenience of customers of Lessee. Lessee shall have the right to connect to the airport water line how existing andto connect to any future utility lines at Lessee's expense. F+ B. EntIre Agreement. This Agreement constitutes the entire understanding, between the partiesand as of its effective date supersedes all prior or independent Agreements between the parties coverlng be subject matter hereof. Any change or modification hereof shall be in writing signed by bothparties C. BIndIng EfTeQL All the covenants, stipulations and agreements herein shall extend to. bind and inure to the benefit of the legal representatives, successors and assigns of the respective parties heFeto. D. $ey9rablljty. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having 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 E. NQtIGe. Any nada given by one party to the other in connection with this Agreement shall be in writjng and shall be sent by registered mail, return receipt requested, with postage and registratlonfees prepaid: 1. If to Lessor, addressed to: City ManagerCity of DentonDenton, Texas 76201 EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 18 f r’ f to Lessee, addressed to Mr. Nelson Ezell Post Office Box 1793 Breckenridge, Texas 76424 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt, F . 11.qadinq6. The headings used in this Agreement are intended for convenience of reference only and do not define or limit the scope G. governing LBW. This agreement is to be construed in accordance with the laws of the Stateof Texas IN WITNESS WHEREOF, the padie9 have executed this Agnenrent as of the day and year first above written CITY' OF DENTON. LESSOR TED BENAVIDES, CIPr MANAGER t-d i;r'' Al–rEST;JENNIFER WALTERS, CIF/ SECRETARY ha;*)“q APPROVED AS TO LEGAL FORM HERBERT L. PROUTY. CITY ATTORNEY :-//.#/./ J", , EZELL AVIATION. INCORPOR_ATED FAo },/prTITLE: EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 19 I ( THE STATE OF TEXAS S COUNTYOFDENTON S This instrument wqs acknowledged before me on theNelson Ezell.day of . 1997 by NOTARY PUBLIC, STATE OF TEXAS My Commission Expires: EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 20 r ( EXHIBIT I' A11 Accq98 -B"VP L 4 e2aPI 127 tS te &gP ${XP MT4z \.rae ii!! ft 448.31 nB me tUe\Lg 6 a', TRACT A 7 I I Kay PP Ts7© re Acce88 -A- FBO TRACT 11A'1 shaded area UBu'd IHreaSS I J (EXHIBIT PNV II rRACI 652. 8; 448.9. o-9\ N 773£oII 2©O. kB:dTI;;“k:~'-'“Re 93q 39 2g w7736W, 1 54.52' S 8a09'21-w 902.71' 530.00. N 7736'29” q q# FBO Tracts and f EXHIBIT ,Fall r ASPHALT I PAVING q 3 427.17 HANGERNO.1 .HANGERNO.2 HANGER NO.3 I €TRACT -D' 2.4135 ACRES E = FOX-51 LIMITED.P Q- REsoLLrrioN NO. 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