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22-1010ORDINANCE NO. 22-1010 AN ORDINANCE OF THE CITY OF DENTON APPROVING A CONSENT TO SUBLEASEBETWEEN EZELL AVIATION, rNC. AND DSR-CHEROKEE 180, LLC, FOR THE LEASE COVERING THE PROPERTY LOCATED AT 4855 SABRE LANE, AT THE DENTONENTERPRISE 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 Sabre Lane, 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 bythat certain Consent to Sublease, between Ezell Aviation, Inc. to DSR-Cherokee 180, LLC (“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 subleaseagreement 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 1 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 seconded by Bf iaN\ ba ldwas made by or\r\This Ordinance was )y the following vote [1- U Aye \/r\/IZIZ/ V/ 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: PASSED AND APPROVED this the 2022day of /?9;/kiFDIUMRMit6R ATTEST: ROSA RIOS, CITY SECRETARY ,\\11111111 a#21 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, ou=Cityof Denton, email=marcella.lunn@cityofdento n.com, c=USDate: 2022.05.10 14:53:41 -05'00' \Nudkh,\ hwy\BY: DocuSign Envelope ID: 5DB53929-F2AC-4E9D-A4D9-BDCC6F084045 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 DSR- Cherokee 180, LLC, a Texas limited liability company (’'Sublessee"). WHEREAS, the City is the sole owner and landlord of a pad site at Denton Enterprise Airport located 4855 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 applicable to 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. McKinneyDenton, Texas 76201 with copies to: Airport Director Denton Enterprise Airport 5000 Airport Road Denton, Texas 76207 Page 1 DocuSign Envelope ID: 5DB53929-F2AC4E9D-A4D9-BDCC6F084045 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: 5DB53929-F2AC4E9D-A4D9-BDCC6F084045 LESSEE: Ezell A'I &Texas corporation By:Name : Title: President meeTf :2ellitiai LESSEE: DSR-Cherokee 180, LLC, a Texas limited liability compan} D,,„sig„,d by, ,y: I shu„„„ a,/„„Name: Sherman RaFdie; Title: Managing Partner CITY OF DENTON Landlord h Sara Hensley City Manager ATTEST: ROSA RIOS, CITY SECRETARY b\\111111111 ._#:M _a#/b= THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligatioquB6tMgIw$s terms. ga& aM?By: SeTt*tTra? Director – Airport, Facilities Date Signed: 5/3/2022 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, ou=City By, MJmiLID=lai},=„=.:-„@'w.'d„nDate: 2022.05.09 17:3494 -05'00' Page 3 Tr r Exhibit '’A’' ORDINANCENO. :10 – /39\ AN ORDHqANCE AUTHORIZING THE CITY MANGER TO EXECUTE AN AIRPORTLEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND EZELLAVIATION HqCORPORATEDF. FOR APPROXIMATELY 8.2 ACRES OF PROPERTYLOCATED AT THE DENTON MUNICEPAL AERPORT, WHICH PREEMPTS THELEASE ASSIGNED PER RESOLUTION NO. 97-020 TO EZELL AVIATION, INC.FROM FOX-51 LIMITED; AND PROVIDHVG AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAHVS: SECTION I. That the City Manager is authorized to execute an airport lease agreementbetween 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 P PASSED AND APPROVED this the 1997 B MAYOR ATTEST: JENNLFER WALTERS,'i:ITY SECRETARY BY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY 7L2/Aid’B“,/‘ c.'.u?mcs\,ORDWELL.DOC ( ( AIRPORT LEASE AGREEMENTCOMMERCIAL/FBO VW+EREASJh+City ofDm,nxas 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 byOrdinance No. 97-120 between the City of Denton and Fox-51 Limited which was assigned by the Lesser onApril 15, 1997, per Resolution No. 97-020 to Ezell Aviation. Inc. i NOW THEREFORE: This lease and agreement is made and entered into this]Z'day of n/% , 1997. but effective May 1, 1997, by and between the City of Denton, a Municipal Corporation, situatec# Denton County. Texas.hereinafter called -Lessor”, and Ezell Aviation. Incorporated. a corporation of the State of Texas. located atStephens 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 Qperrtqr Premi$9 TRACT "A" l 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 area of approximately56,300 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 deedrecorded 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. moFe or less. ba 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 dlstanceof 10 feet to a point for a corner: THENCE north 76'09'19" east perpendicular to said east edge of pavement a distance of 1 75 feet to the point of beginning; THENCE north 13'’50’41" west 175 feet east of and parallel to said east edge of pavement a distance of 220 feet to a point for a corner; (( THEN?E noah 76'09’19" east perpendicular to said east edge of pavement a distance of 5 feetto a point for a corner; IBtance iT-;a–fTeoff:::"p==tf:PS :eaSIERSt of and parallel to saidIasfHl-guQwennent–a– THENCE north 76'09’19'’ east perpendicular to said east edge of pavement a distance of 100feet to a point for corner; T,HENCE 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 adistance 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 165feet 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 ceFtain tract or parcel of land lying in the T. Toby Survey, Abstraqj-Number 1285. City ofDenton, Denton County, Texas, as shown in Exhibit B (Tract -B-), ancfdescribed as follows: COMMENCING at the northwest comer of a tract of land as conveyed to the Nobles Company bY deed recorded in Volume 2798, Page 695, Real Property Records, of Denton County. Texassaid 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 265.14feet THENCE north O1'’50’39" west along and near a fence on the east line of Tom Cole Road adistance of 1000.00 feet; THENCE south 88'’09’21" west a distance of 902,71 feet to a corner on the east line an asphalt taxiway; THENCE north 12'25'OO" west with the east line of said taxiway a distance of 274.35 feet; THENCE north 77'35'00" 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+)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 115.49 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; ENeEnortht2'25’oa'MwiKtmt6–6f22cFtYf©a–Rw%+a ilg73,766.18 squar8 feet or 1.6934 acres of land. 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 Of'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'OO'’ west with the east line of said taxiway a digtance of 274.35 feet; THENCE. north 77'35'OO" east a distance of 340.00 feet to an iron pin at the northwest corner of a tract of land described as property B in Resolution No. R-91-052. CitY of Denton, DentonCounty, Texas; THENCE, south 12'25'00" 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 of beginning of the herein described tract; THENCE, south 77'degrees 44'34'' west a distance of 191.52 feet to an iron pinset for the northwest corner of the herein described tract; THENCE. south 12•25'OO" east a distance 200.00 feet to an iron pin set for the southwest carne[of the herein described tract; THENCE. north 77'36'29" east a distance of 530.00 feet to an iron pin set fOF the southeast corner ofihe herein described tract: THENCE. north 07•49'03" west a distance of 306.14 feet to an iron pin found at the southeast corner of said 1.6928 acre tract a distance of 280.54 feet to a found pin; THENCE, south 55'35'29" west with the south line of said 1.6928 acm Bad 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 139,90 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 total of 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 aatndzele WmmFopeity denerally. subject to reasonable regulations of 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. facilitiest improvements1 equipment and services which have been or may hereafter be providedthereat 2 The operation of a transportation system by aircraft, the repairing, maintaining. conditioning. servicingt parking or storage of aircraR or other equipment; the training of personnel and the testing of aircraR and other equipment; the sale, disposal or exchange of qifcraft. 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 adequata.storage facilities, and appurtenances, including right of way necessary therefor; the landing. tqking off. parking, loading. and unloading of aircraR and other equipment; the right to 19.?d and unload persons,properly and mail at said airport. by such means as Lessee may’desire. with the right to designate 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 any1 to and from the said airport: the right to install and operate advertisingsigns, the general type and design of such signs to be reasonable and appropriate; the conductof any other aviation related business or operations reasonabIY necessarY to the pFoper. neces$ary 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 prc.;vide any of the above services on the premises herein leased, Lessee will: a. Provide service to the public on a non<liscriminatorY basis; b. Conduct and operate its business and management in a courteous and ef6cient manner; C.If Lessee.provides tie4own service, Lessee will provide be<iown service to overnight orother transient aircraft or aircraft remaining at the airport fOF twentY-four (24) hours or less; d.If Le;sbo provides aircraft fuel services, Lessee will make available either bY tank tT?k' staBonaly pump or other suitable dispensing equipment approved bY the Fire Marshall ?f !?? City of D;ntont the quality of gasoline and other petroleum distillates normalIY found at similarairborts; and all storage tanks For gasoline and other aviation fuels shall be place! underground in accord;nae 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 fOI the operatic)? of. a motel. hote11 Bd;;ie <Ji-b’or bar. apaiment house. or for industrial. commercial or retail purposes, exceptas authorized herein. without the expressed written consent of Lessor' EZELL AVIATION. INC. LEASE AGREEMENT ' PAGE 4 r r + Lessee shaH have the nonexclusive right to construct and operate a resburant on the leasedpremises during reasonable hours as agreed to by Lessee and Lessor. g.Lessee shall install, maintain, and operate proper radio and meteorological equipment to man(monitor and resWnd) the Airport Unicorn, frequency 122.7. Lessee will operate the Unicornduring 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 above identified frequency 3.Lessee is hereby authorized to construct upon the land herein leased. at its own cost andexpense, buildings, hangars, and structures. including fuel storage tanks or other equipment. that Lesser 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 plansand specifications and the location of the irnprovements, the estimated costs of such construction. andthe agreed estimated life of the building or structure. Documentary evidence of'.the actual cost of construction shall be delivered by Lessee to Lessor’s City Manager From time to timelas such costs are paid by Lessee. and Lessor’s City Manager is hereby authorized to endorsq#pon a copy of this leasefiled 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 L8nd PrerryI$9 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 racbrded in Volume 2798, Page 695, Real Property Records of Denton CountY, Texas, said point lying in the south line of F.M. 1515; THENCi horth 88'33'43'’ west with the south line of said F.M. 1515 a distance of 265.14 feet; THENCE north 01'’50’39" west along and near a fence on the east line of Tom Cole Road adistance of 1000.00 feet; THENCE south 88'’09'21" west a distance of 902.71 feet to a corner on the east line an asphalt 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'OCY' 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. R91-052,8-20-1991 , City of Denton Denton County Texas and the point of beginning of the herein described tract; THENCE north 12'’25'00'’ west a distance of 240.00 feet to a point for a corner; THENCE north 77'’35’00" east a distance of 427.15 feet to a point for a corner; THENCE south 17'’35'52" east a distance of 240.98 feet to a point for a comer; THENCE south 77Q35’00" west a distance of 448.93 feet to the Point of Beginning and conbining105,131.154 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 regulations of Lessor.This right shall extend to Lessee's employees, passengers, patrons. and invitees. D.Use of Gqmm9rgjll Land Preml$99 {Tr99t "D") Lessee is granted the non-exclusive privilege to engage in or provide the following: 1 2. 3. Hangar Lease and Rontal'. The rental or lease of hangars and hangar space and related facilities upon the leased premises. a Office Space Lease or Rental: The rental or leaso of office space in. .or adjoining Lessee's hangars. , Aircraft Storage and Tie-down'. To provide parking, storage and He<iown service. for both Lessee'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 sublessee shall be limited to only those private, commercial. retail or industrial activities having to do with or related to airports and aviation. No person. business or corporation may operate a commercial, retail or industrial business upon the premises of Lessee or upon the Airport without 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 xJay time period, authorization of the activity will be consideFed granted. This granting of authorization does not relieve the Lessee or it sublessee. successoF. OFassign of complian6e'with terms or conditions in this agreement. -' ll. PREMISES AND LEASEHOLD IMPROVEMENTS A. PremIse Define For the purposes of this lease the term "Premises” shall mean all propertY located within themetes and bounds described above in Section 1, including leasehold improvements constructed bY the Lessee. but not including certain easements or property owned or controlled bY the LessoF EZELL AVIATION, INC. LEASE AGREEMENT ' PAGE 6 + + / ( IrrlPrQvem9nt RequIrement 9. In making anY improvements on the Premises, Lessee shall comply with the following: All requiFements of the Lessor’s Land Development Code, other than platting requirements including 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. 1 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 Lessofs Master Plan for theAirport 3. 4. 5. 6. 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. : Construction of a new hangar of approximately 44,000 square feet to be CQmpleted June 1, 1 998 7 The City of Denton agrees to pay ten (10) percent of constructio’h 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 of Denton Engineering Department. Such costs will 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 fqrApprQvrl by QqunQll. 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 approvedt>r any other requirement, including the requirement to comply with the Lessor's Land Development Code and other applicable codes. D.Owner$hIp of Improvement 9: 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 of 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.A$§YmptiQrl. 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 automaticalIY become the property of Lessor absolutely in fee without any cost to Lessor. 3.Building Life. It is agreed that the life of the building to be constructed by Lessee on the 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. B. and c. 4.(,anQQlIQtiQn. 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 all 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 existingimprovements in FRO Tract A of the undepreciated value of such building for each year remaining on the agreed life of such building. The undepreciated value of all improvements is to be determined by having such improvements appraised by three appraisers, one 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. III. PAYMENTS A. 1. Payment9 - FIxed Bg;ed Qp9ratQr Pr9ml$99 Fixed Base Operator Land Paym'ont: Land Rental payments shall be due and payable in twelve (12) equal monthly installments in advance, 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.OS/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 willbe adjusted in two (2) five.(5) year periods (the first such readjustment occurring May 1, 2002. the second at May 1, 2007 and annually thereafter per Section IV. of this lease untilMay 1, 2019. b. Q 5/01/2019 - Q4/3Q/2027; The current lease rate will be increased by a sum of $0.06 per square-fdot minimum yearly rental, and adjusted annually thereafter per Section IV. A. of this lease until April 30, 2027. 2.Hangar and Tie-Down Rental F88s'. Ten (10%) percent of all hangar and tieqown rental fees collected bY Lessee from customersof Lessee each month during the term of this lease. An annual certified statement concernlng collection of hangar and tie+lawn space rentals will be submitted within 60 daYS of the end of the calendar year or, in the event of termination, 60 days from the date of termination 3 Aviation Fuel Fees. Fuel payments shall be based on fuel purchased bY Lessee and the Lessee's subless_ee' assigns. heirs or successors. It will include all fuel purchased from off-airport fuel vendors' The EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 8 r ( paYment shall be based on the amount of four percent (4%) of net cost of fuel purchased. Net post.of Kiel purchased is the cost oFfuel not including taxes on the purchase. Le;see will provib= lnvolcesJ)n a.monthly basis along with the payment to the Lessor. An annual certi6ed ;..opy ofpurchasBs will bo submitted within 60 days of the end of the calendar year or, in the eve;’t o}terrninaUon, within 60 days from the date of termination. B. 1 Paym9nt§ - CqmmerQi81 Lend Rqntql Land Rental-. Land Rental payments for Commercial Tract "D" shall be due and payable in twelve (12) equal monthly installments in advance, on or bee)re the 15kl of each month. Annual rental paymgntswill be based. and adjusted. on the following formulae : a.Q 5/01/97 - 04/30/2011: $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/Q1/201 1 - 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. c IV. PAYMENT ADJUSTMENTS AND TERMS A. AdJustments: it is expressly understood and agreed that the yearly rental for the land hereinleased 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 lst day of May, with respect to the adjustments defined in Section III. The adjustments shall be based on theannual cents per square feet based on the square 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 theannual 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 usingthe formula set forth in Section [II. of this lease. but substituting the index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas.Fort Worth geographical region. If both the EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 9 e r ( SPI:U fof PhP eIIaS-FRy Worth g?qmphical region and the U.S, City Averag8 are disconunued durIng: E ! !:1:Ts ::: hJ ? IELeea TJ r !;eurE P LI::i1::): gs :: :1 :q: 1Ic: dJF ?£r:eun:i£a ILIgt :o: IIlIE?!iF:f TJ : : UtE : Lnsl : ? iIyp :F 1:Faa;i :1;)IEI t ; ft T:ecS IiVe : Pg : :l:1 eDt: : : : r::IF :fF:£=ro:!ag£Tf:Peh:7£J SPi: srI : : : :SEE statjstics called for in this section adjustments shall be made using the most nearly8o-ri;a–ii:statistics published by a recognized financial authority selected by Le-ssor. ’ - ’ B. @lngnLIgnng: All payments, including land rental, and fees1 will be due on the 15th of the month. This paYment wiN be for the prior month fees and the current monh land rentals. If paymentsare not received before or on the 15th. a 5% penalty will be due as of the 16th. If payments are not received bY the first of the subsequent month, an additional penalty of 1 % of the unpaid rental/fe=e amount will be due. A 1% charge will be added on the first of each- subsequent month until unpaid rental/fee paYment is made. Failure to pay the rent. fee. or either monetary penalty amounts ondelinquent rent or fees shall constitute an event of default of this Lease. V. LEASE TERMS A. lb££lX9aBa££DWlaQll The term of this Lease shall be a period of thirty (30) yearscommencing on the 1 st day of May 1997, and ending at midnight on he 3001 day of April, 2027. unless terminated under the provisions of this lease. Lessee shall have the option to extend the term of this Lease for two additional ten (10) year periods subject to terms negotiated at that time':between Lessorand Lessee. If Lessee elects to exercise its option to renew this Lease. Les gee shall nouN the city Manager, in writing, at least one hundred eighty (180) days before the expiraUdh of the initial thirty (30)Year Lease. At the end of the initial ten{10) year option, Lessee shall have the option to extend theterm of this Lease for an additional ten (10) years subject to terms negotiated at that time betweenLessor and Lessee. If Lessee elects to exercise this second option, Lessee shall notify the City Manager. in writing, at least one hundred eighty (180) days before the expiration of the initial ten (10)years B. CqmmqrQlal I,rnd, 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 the initial thirty (30) year Lease. At the end of the initial ten (16) year option. Lessee shall have the option to extend the term of £his 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_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 said premises 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 constructionof 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 ( ( improvement dccording to the terms of this agreement, for a period not to exceed the term of the mortgage with Lessee, or until the loan is paid in full, 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 or refinance of any hangar, structure, building or irnprovemen! and retains a security interest in said hangar, structure, building or improvement shall, upon default of Lessee's obligations to said mortgagee. have the rightto enter upon said leased premises and operate or manage said hangar, structure, building or improvement according to the terms of this Agreement. for a period not to exceed the term of the mortgage with Lessee. or until the loan is paid in full; or such mortgagee shall have the right to remove any buildings or structuresfrom the premises; however, if such mortgagee is planning to remove any buildings. then they will notify Lessor 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 Articl8 II hereof. It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restrictedto those improvements constructed with funds borrowed from mortgage, those improvements purchased with the borrowed funds, and those improvements pledged to secure the re6nancing of the imprOvements. VIII. RIGHT OF EASEMENT L\ Lesser 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 'of tho "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. CanQ9ll8tlqn by be$ 9qr: In the event that Lessee shall file a voluntary petition in Bankruptcy OF 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 unber the.PIovisions of any Federat reorganizabon act. or Lessee shall be divested of its estate herein by other oper8tion of law. or Lessee shall fail to perform. keop and obsewe anY of the teFms'covenants, or conditions herein contained, or on its part to be performed. the Lessor maY give Lessee written notice ta-correct such condition or cure such default and, if any condition OF default shall continue br thirty (30) days after the receipt of such notice by Lessee. then Lessor maY. terminate thls lease by a thirt; {30) days 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 11 hereof B. CancellgtIQn by Le$§qe: Lessee may cancel this Agreement, in whole or part. and terminate all or anY c! its obligat JT?hereunder at any time, by thirty (30) days written notice. upon or after the happening qf ?nY ?ne .of thEfollowing events: (1) issuance by any court of competent jurisdiction of a permanent injunctlon.! any way preventing or restraining the use of said airport or anY part thereof fOF airport puFposes; (2) anY EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 11 ( ( action of the Civil Aeronautics Board and/or Federal Aviation Agency refusing to permit Lessee to operate into. from or through said airport such 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 the existence of such breach; (3) the inability of Lessee to use said premises and facilities continuing fora longer period than ninety (90) days due to any law or any order. rule or regulatjon of any appropriate governmental authority having jurisdiction over the operations of Lessor or due to war, earthquake orother casualty; or (4) the assumption or recapture by the United States Government or any authorized agency 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 Title 49. United States Code Annotated. B. Lessor reserves the right to further develop or improve any public parking arpa. landing area. or other portion of the airport property without notice to Lessee. C. During time of war or national emergency, declared by the Congress or the. President of the United States. Lessor reserves the right to alter, amend. or suspend this agrEement upon demand ofmilitary, or naval authorities of the United States. D. Lessee. its personal representative, successors in interest. and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running 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 OF pursuant 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 19&t, and as said RegulaUQDS may be amended. nat 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 race, need. color' national orlgln,or sex be excluded from participating in any employment activities covered in 14 CFR Part 152’ Subpart E. The Lessee assures that no person shall be excluded on these grounds from panlclpatlng in or receiving the servIces or benefits of any program or activitY covered bY this subpart' The. Lee Feeassures that it will require that its covered suborganizations provide assurances to the LessoF that theY EZELL AVIATION, INC. LEASE AGREEMENT - PAGE 12 ( I \ similarly:wHI undertake affirmative action programs and that they will require assurances from their suborganizaUons, as required by 14 CFR Part 152. Subpart E. to the same effect. F. If Lesso& files an action to enforce any covenant, term or condition of this lease, or for the recovery of tha 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 tho 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 shallnot 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. RunwRy9 lnd Tgxjwly T: That because of the present sixty thousand (60.000) pound continuous use weight bearing capacity of the runway and taxFways of the Aiport. Lessee herein agrees to limit all aeronautical activity 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 time 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 weigtit restrictions and provisions of this clause may be adjusted. up or down. and that the Lessee agrees to pbide by any suchchanges or revisions as such studies may dictate. "Aeronautical Activity" referred to in this clause shallinclude that activity of the Lessee or its agents or subcontractors. and its cugtomers 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 be sufficient to cause the immediate termination of this entire Agreement and subject the Lessee to be liable for any damages to the Airport that might result. J. Prlnglpje$ Qf QpQrptIQn9: 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 foF each unit or servlce: provided1 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 Qf Indjyjdulls to MaIntaIn Alrgroft: it is clearly understood by the Lessee that no Fight or privilege has ban granted which would operate to prevent any person, firm or corpration operating aircraR on the airport from performing any services on its own aircraft with its own regular emploYees (including, but not limited to, maintenance and repair) that it maY choose to perform- L. 1 Publjg Ar99#: Lessor reserves the right to further develop or improve the landing ana 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 ( 2. E ! !1I} }={1;1):: if:eal : ema?;IFyE?jn t :: : : E F : i : : : aJ : A ?o1 adTFJ: ? al; :;:£L7£ iE :Iv i = : 3. 4 Lessor resewes thd rfght to take anY action it considers necessary to protect the aerialappr9aches of the airport against obstruction, together with the right to pre Lent Le;'see'-fr:: eEEFtjlg:_ o:Lpennipjlg to Fe erected, anY building or other structure on or adjacent to the airportwhic Ill i.n thF opinion ?f the Lesson would limit the usefulness or safety of the airporT orconstitute a hazard to aircraft or to aircraft navigation. ’ - - - 5.This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof. relatjve to the operation or maintenance of thelrpo XI. INSURANCE e- . #guj£g£klwmug: 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 premises, the fgssee or its company, itspersonnel, and its operations on the Airport 2. 3. 4. Aircraft liability to cover all night operations of Lessee. Fire and extended coverage for replacement value for all facilities used by the Lessee either as a part of this agreement or erected by the Lessee subsequent to this agreement. LiabilitY insurance limits shall be in tho following minimum amounts: Bodily Injury and Property Damage: One Million Dollars ( Sl,000.000) combined single limits on a per occurrence basis 5.All policie£ 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 Lesson 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 f // ( Airport, in Size and in scope of aviation activities. located in the southwestern region of the United States. Fessee herein agrees to comply with aN increased or adjusted insuran@ requirements that ma;be required bY the Lessor throughout the original or extended term of this Lease, including types & insurance and monetaV arnounts or limits of insurance. and to comply wiM said insurancn reqLirb'ments within sixtY (60) daYS following the receipt of a notice in writing from Lessor stating the increased oradjusted insurance requirements. Lessee shall have the right to maintain in force both types ofinsurance and amounts of insurance which exceed Lessors minimum insurance requirement's-. In the event that State law should be amended to require additional types of insurance and/or insurance amounts which exceed those of like or similar public use airports in the southwestern regionof the United States of America, then in such event, Lessor shall have the right to require that Lessee maintain in force types of insurance and/or amount of insurance as specified by State law. Failure of Lessee to comply with the minimum specified amounts or types of insurance asrequired by Lessor shall constitute Lessee's default of this Lease. B. INDEMNITY; 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 CIty wIth respect to Its acts or oml88lon8 hereunder. For all the purposeshereunder, Le680e is and shall be deemed an Independent contractor and it is mdtualty agreedthat nothIng contaIned hereIn shall be deemed or construed to con8tjtuto a partnershIp or jointventure between the partIes hereto. Lessee agrees to IndemnIfy and hold harmless the CIty and Its qgent8, employees, andrepresentatIves from and agaInst all IIabIIIty for any and all claIms, bulb, demand8, andloractIons arl8ing from or based upon Ihtentlonal or negIIgent acts or omIssIons on the part ofLessee, Its agents, representatIves, employees, members, patron8, vIsItors, contractors andsubcontractors (if any), and/or 9uble88eo, whIch may arIse out of or result from Lessee'soccupancy or use of the premIses and/or actlvltl88 conducted in connectIon with or incidentalto thIs Lease Agreom8nt Le880e shall also IndemnIfy CIty agaInst any and all mechanic'9 and matedalmen'8 llen8 or any other type8 of llen8 Imp08ed upon the premises demi8ed hereunderarising as a result of Le8see'8 conduct or actIvIty. ThIs IndemnIty ProvIsion extends to any and all such claims, suits, demands, andloractIons regardless of the type of reIIef sought thereby, and whether such reIIef is in the form ofdamages, Judgment+ and costs and reasonable attorney's fees and expense8, or any other legalor equitable form of remedy. ThIs IndemnIty ProvIsIon shall apply regardless of the nature ofthe injury or harm alleged, whether for Injury or d8ath to persons or damage to property, andwhether such clams by alleged at common law, or 8tatutory or con8tltutlonal claIms, or otherwl80. ThIs IndemnIty ProvIsIon shall apply whether the ba8l8 for the claIm, suIt, demand, and/or actIon may be attributable in whole or in part to the Lessee, or to any of its agents,representatIves, employees, members, patrons, vIsItors, contractors (if any), andlor sublesse8or to anyone dIrectly or IndIrectly employed by any of them. Further, CIty assumes no responsIbIIIty or IIabIIIty for harm, InJury, or anY damagingevents whIch are dIrectly or IndIrectly attrIbutable to promIse defects or condItIons whIch maYnow exist or whIch may hereafter arIse upon the premIses, any and all such defects beingexpressly waIved by Le88ae. Lessee understands and agrees that thIs IndemnItY ProvisIon shallapply to any and all clalm8, suits, demands, and/or actIons based upon or arisIng Bom anY suchclaim asserted by or on behalf of Lessee or any of itS members, patronsl vl8ltonl agents.employees, contractors and subcontractors (if any), and/or 8uble88ee• EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 15 ( ( It is oxpn88ly understood and agreed that the CIty shall not be IIable or r08pon8lbl8 forthe negIIgence of Le886e, Its agents, 80want8, employees and customers. Le880e furtheragrees that it shall at all tImes exercIse reasonable procautlon8 for the safety of and shall besolely responsIble for the 8afoty of Its agents, ropr080ntatlve8, employees, members, patrons,vIsItors, conb8ctor8 and subcontractors (if any), and/or sub.1888888, and other persons, as wella8 for the protectIon of suppIIes and equIpment and the property of Lessee or otherpersons. Lessee further agree8 to comply wIth all appIIcable provIsIons of Federal, State andmunIcIpal safety laws, regulatIons, and ordInances. PROVIDED FURTHER; that the L8880e and the CIty each agree to gIve tho other partyprompt and tImely notIce of any 8uch claIm made or suIt InstItuted whIch in any way, directlyor IndIrectly, contlngentty or otherwl80, affects or mIght affect the Lessee or the CIty. Lesseefurther agrees that thIs IndemnIty ProvIsIon shall be consIdered a8 an addItIonal remedy to CItyand not an exclusIve remedy. XII. STANDARDS Lessee shall meet or exceed the following standards: A. Addr9s$: Lessee shall file with the City Manager’s airport designee and keep current its mailing address, telephone number(s) and contacts where he can be reached in an emergency. B. LU: Lessee shall file with the City Manager’s airport designee and keep a-urrent a list of itstenants and sublessee.$ C. CQndUQt: Lessees shall contraQtually require its employees and sublessee (and sublessee'sinvitees) to abide by the terms of this agreement. Lessee shall promptly enforce its contractual rightsin the event of a default of such covenants D. Vtlll{b$1 TBx99 and Fees: Lessee shall meet all expenses and payments in connection WIththe use of the Premises and the rIghts and privileges herein granted, including the timely payment of utilities. taxes. permit fees, license fees and assessments lawfully levied or assessed. E. Low 9: Lessee shall comply with all current and future federal. state and local laws, rules andregulations which may apply to the conduct of business contemplated. including fules, regulations and ordinances promulgated by Lessor. and Lessde shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. F. Malntengnjq Qf PrQPelty: Lessee shall be responsible for the maintenance, repair and upkeeF?of all property, bdi'8ings, structures and improvements, including the mowing or elimination of gFass and other vegetation on the Premises, and shall keep said Premises neat, clean and in respectablecondition, free hm any objectionable matter or thing. G. UngUthgHZ9d V99 qf Pr9ml;e 9: Lessee maY rIQt use anY Qt the leased land Qr_premIses .k?r the operati ii ot a hotel. hotel, restaurant, private club or bar, apartment house' OF for industfial, commercial or retail purposes, except as authorIzed herein. L b u i 1 !!) ::1:i= t :r i :b :raTi Fs?!L u/nd : F:Ttc:1: na :hde q : :e:::II t E :: n:Ps : : rliTT: ; ; I Fee tEstreTiE iTIS an: :sT invitees. or guests be permitted to reside or remain as a resident on or within the leased premises or other airport premises. EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 16 ('r I. eh 4minI$: Lessee agrees to property store. collect and dispose of aN chemicals and chemica1 residues; to property 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 or 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 be maintained in good repair throughout the term of this agreement Notwithstanding any other provision of this agreement, said signs shaH remain the property of Lessee. Lessee shall remove, at its expense, all lettering. sIgns and placards so erected on thepremises 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 tho installatjon and monthly electricity required for security lighting at theairport which Lessor requires to be installed under any safety or fire regulations, or as. may be requiredby Lesson t B.To maintain the airport in an acceptable condition for general aviation activities on said airport; > c. Lessor covenants and agrees not to enter into any subsequent lease, contract, or agreement with any other person, hrm or corporatiori br 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 pFemises 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 Lessor has heretof6re and at this time is compIYing with all existing rules.regulations. and criteria distributed by the Federal Aviation AgencY, Civil Aeronautics Board. or any other governmental authority relating to and including, but not limited taI noise abatement. air rights and easements over adjaning and contiguous areas. over-flight in landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass or similar cause of action bY virtue of anY aerial operations over ajoining property in the course of normal takeoff and landing procedures from said Denton Municipal Airport; Lessor further warrants and represents that at all times during the term hereof. or any renewal or extension of the same, that it will continue to compIY with the Foregolng XIV. COVENANTS BY LESSEE Lessee hereby agrees as follows: A. To indemniV and hold harmless the Lessor from and against all Ioss and damages' inc.I.udtnqdeath, persona1 injury, loss of property or other damagest arising or resulting Mm 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 neat clean and respectable condition, free from objectionable matter or thing. C. To obserVe and comply with all current and future laws and ordinances and all regulations offederal, state, countY or city airport authorities or agencies having jurisdiction over the conduct ofoperations at the airport. D. To keep adequate records of income and expenses and make such records reasonablyavailable, upon request, to the Director of Financ8 of the City of Denton. Texas. E. Lessee will quit possession of all premises leased herein at the end of the primary term of this lease or any renewal or extension thereof, and deliver up the premises to Lessor in as good 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 fromany and all governmental authorities, if any. having jurisdiction over the operations of Lessee. XV. MISCELLANEOUS PROVISIONS A. VUlltle9. Lessee shall provide all utilities for the premises leased to Lessee at its own cost and expense. Utilities shall also include any security lighting required by Lessee for the convenience of customers of Lessee. Lessee shall have the right to connect to the airport water line how existing andto connect to any future utility lines at Lesse6's expense. };} 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 covering the subject matter hereof. Any change or modification hereof shall be in writing signed by both parties C. BIndIng EfT9QL 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 hereto. D. $ey9rlblljty. If a provision hereof shall be finally declared void or illegal by any court oradministrative agency having jurisdiction. the entire Agreement shall not be void; but the remainingprovisions shall continue in effect as neady as possible in accordance with the original intent of the parties E. NQtjge. Any notice given by one party to the other in connection with this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, with postage and registrationfees prepaid: 1. If to Lessor, addressed to: City ManagerCity of DentonDenton, Texas 76201 EZELL AVIATION. INC. LEASE AGREEMENT . PAGE 18 [ r f to Lessee, addressed to Mr. Nelson EzellPost 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_ HRadinq8. The headings used in this Agreernent are intended for convenience of reference only and do not define or limit the scope G. G_overning LBW. This agreernent is to be construed in accordance with the laws of the Stateof Texas. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written ciPr OF DENTON. LESSOR TED BENAVIDES, CITY MANAGER Al–rEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORMHERBERT L. PROUTY, CITY ATTORNEY EZELL AVIATION. INCORPOR,ATED TITLE:==)/*,p >,a#‘ EZELL AVIATION. INC. LEASE AGREEMENT - PAGE 19 I I THE STATE OF TEXAS S COUNTroFDENTON S This instrument wqs acknowledged before me on theNelson Ezell.day of . 1997 by NOTARY PUBLIC. STATE OF TEXAg My Commission Expires: EZELL AVIATION, INC. LEASE AGREEMENT - PAGE 20 (( EXHIBIT 11 A'1 Accq38 -B”re : IB 8P'; IS Be ${1P + \.144 448.31 ;+\9• e nee rue\Lq L ; ;E t1+ b 1 a', TRACT A I I PP -&7® rP Acce88 -A- FBO TRACT 1’ A'1 shaded area r=dnIbh==BIB laaJS I J EXHIBiT PAVI 42 Z U3X!!rE %)o,..'.., :48.9 g;£T£'i'*;:'::;::.- 1 Jg. 9177.!6'2y W HE ::e :3 :: w = 260.53_3M3 aa AVItO qJ 75W bitChBe LlF&EN Y- Z736'2 9- jJC). oo EXHIBIT lidll ASPHALT PAVING 3 427.1 7 HANGERNO. 1 .HANGERNO.2 HANGERNO.3 TRACT "D' 2.4135 ACRES FOX-SI LIMITED.REsoLLrrioN NO. R91-052. 8-20-91 N 7735'OCf 280.00’7735'OCF 448.93 TRACT -F /.6934 ACN/OX-51 upMED.REsoLur\o/ NO. 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