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2001-134 FILE REFERENCE FORM 2001-134 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials JR First Amendment to Airport Lease Agreement – Ordinance No. 2009-043 02/17/09 AN ORDINANCE APPROVING A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND JACK FAAS, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 The City Manager or h~s designee ~s hereby authorized to execute a alrpor~ lease agreement for eommercml operator between the City of Denton and Jack Faas, in substantially the form of the Airport Lease Agreement which is attached to and made a part of tbas ordinance for all purposes SECTION 2 This ordinance shall become effective immediately upon ~ts passage and approval dayo , OO1 EC~INE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L P//~O~TTORNEY AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § Th~s lease is made and executed this ~day of ~i , 2001, at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor", and Mr Jack Faas hav~ng prznclpal offices at 6621 Brentwood Lane, The Colony, Texas 75056, hereinafter referred to as "Lessee" WITNESSETH~ WHEREAS, Lessor now owns, controls and operates the Municipal Airport (A~rport) in the City of Denton, County of Denton, State of Texas, and WHEREAS, Lessee desires to lease certain premises on said a~rport and construct and maintain an aircraft hangar and related aviation facilities thereon, and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained ~n this Agreement, the parties agree as follows I. CONDITIONS OF AGREEMENT NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING A PRINCIPLES OF OPERATIONS The right to conduct aeronautical and related activities for furnishIng services to the public is granted to Lessee subject to Lessee agreeing 1 To furnish said services on a fair, equal and not unjustly discriminatory bas~s to all users thereof, and 2 To charge fair, reasonable and not unjustly d~scrlmlnatory prices for each unit or service, provided, that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers B NON-DISCRIMINATION Lessee, for himself, his personal representatives, successors and interests, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that 1 No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, 2 In the construction of any improvements on, over, or under such land and the furnishings of services thereon, no person on the grounds of race, religion, color, sex, or national or,gin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, 3 Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Trans- potation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation - Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended C RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT It is clearly understood by Lessee that no right or privilege has been granted which would operate to prevent any person, firm or corporation operating aircraft 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 D NON-EXCLUSIVE RIGHT It is understood and agreed that nothing herein contained shall be construed to grant or authorIze the granting of an exclusive right within the meaning of Title 49 U S C Appendix §1349 E PUBLIC AREAS 1 Lessor reserves the right to further develop or improve the landing area of the airport as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance 2 Lessor shall be obligated to maintain and keep in good repair the landing area of the airport and all publicly owned facilities of the airport, together with the right to direct and control all activities of Lessee in this regard 3 During time of war or national emergency, Lessor shall have the right to lease the landing area or any part FAAS LEASE A~RE~MENT - Page 2 thereof to the Unmted States Government for mmlmtary or naval use, and, mf such lease ms executed, the provlsmons of this instrument mnsofar as they are inconsistent w~th the provisIons of the lease to the Government, shall be suspended 4 Lessor reserves the rmght to take any actmon bt considers necessary to protect the aerial approaches of the amrport against obstructmon, together wmth the right to prevent Lessee from erecting, or permlttmng to be erected, any bumldlng or other structure on or adjacent to the airport which, mn the oplnmon of Lessor, would limit the usefulness or safety of the amrport or constmtute a hazard to aircraft or to azrcraft navlgatzon 5 This Lease shall be subordmnate to the provIsions of any exmstlng or future agreement between Lessor and the United States or agency thereof, relatmve to the operatmon or mamntenance of the amrport II. LEASED PREMISES Lessor, for and in consideration of the covenants and agree- ments here~n contained, to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby h~re and take from Lessor, the following descrmbed land situated mn Denton County, Texas A Land A tract of land, bemng approxmmately 18,000 square feet, or 0 413 acres, drawn and outlmned on Attachment UA", and legally described mn Attachment ~B," such attachments being zncorporated herein by reference Together with the rmght of mngress and egress to said proper- ty, and the right in common wmth others so authormzed of passage upon the Airport property generally, sub]ect to reasonable regulations by the Cmty of Denton and such rmghts shall extend to Lessee's employees, passengers, patrons and lnvltees For purposes of thms agreement, the term "Premises" shall mean all property located within the metes and bounds descrmbed and mdentlfmed wlthmn Attachment "B", lncludmng leasehold mmprovements constructed by the Lessee, but not mncludmng certamn easements or property owned and/or controlled by the Lessor B IMPROVEMENTS PROVIDED BY LESSOR NONE There w~ll be no mmprovements provided by Lessor, except as set forth in Artmcle II E ~Access to Utllltmes" below For the purpose of this Agreement, the term "Lessor improve- ments'' shall mean those things on or adjacent to the Premises FAAS LEASE AGREEMENT - Page belonging to, constructed by, or to be constructed by the Lessor, which enhance or Increase, the value or quality of the leased land or property Unless otherwise noted herein, all Lessor improvements are and will remain the property of Lessor All Lessor improvements must be descrmbed in detail above, or above referenced and attached to this Agreement mn an exhibit approved by Lessor C IMPROVEMENTS PROVIDED BY LESSEE On described lot, Lessee shall construct a hangar/office facility not less than 4,500 square feet with taxmway access and appropriate culverts or drainage as requmred by City ordinances in the utility right of way south and north of the proposed hangar as well as other improvements as determined necessary by City ordmnances Said mmprovements shall be completed not less than 365 days from the date of this agreement D EASEMENTS Lessor and Lessee by mutual agreement may establzsh, on the leased premises, easements for publmc access on roads and taxlways E ACCESS TO UTILITIES Lessor represents that there are water and 3-phase electrmclty lines within three hundred feet (300') of the leased premmses available to "tap-in" by Lessee, and that the same are sufficient for usual and customary service on the leased premmses Lessee wmll be requmred to connect to the sewer lmne located approximately smxty (60) feet north of said lot III. TERM The term of this Agreement shall be for a period of thirty (30) years, commencing on the 1st day of April, 2001, and continuing through the last day of March, 2031, unless earlmer terminated under the provisions of the Agreement Any attempt by Lessee to renegotlate this Lease shall be in writing addressed to the City Manager or his desmgnee at least one hundred eighty (180) days before the expmratlon of the stated term of this lease, and at least 180 days before the expiration of any additional renegotlated period Lessee has the option to renew for two {2) additional ten {10) year terms The rental and terms to be negotmated shall be reasonable and consistent wmth the then value, rentals and terms of smmllar property on the amrport IV. PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as conslderatmon for this lease, the following payments, rentals and fees Lessee covenants and agrees to pay Lessor, as consIderation for this lease, the followmng payments, rentals and fees FAAS LEASE AGREEMENT - Page 4 A LAND RENTAL shall be due and payable an the sum of $0 15 per square foot or Two Thousand Seven Hundred Dollars ($2,700 00) per year, payable mn twelve (12) equal monthly anstallments mn the sum of Two Hundred Twenty Fare Dollars ($225 00) mn advance, on or before the 1st day of each and every month durmng the term of thms agreement Lessee has the option to pay annual rentals and fees mn whole on or before the 1st day of October, at the begannmng of the Cmty's fmscal year, each and every year of thms lease Notwmthstandmng the foregomng, the annual lease rental to be reduced by the current lease rate per square foot, as adjusted by the CPI-U referenced mn Sectmon IV D , t~mes the number of square feet comprmsmng all easements establmshed mn accordance wmth Artmcle II(C) B LESSOR IMPROVEMENTS RENTALS NONE There are no Lessor mmprovements on the leased premmses C PAYMENT, PENALTY, ADJUSTMENTS All payments due Lessor from Lessee shall be made to Lessor at the offices of the Finance Department of the Cmty of Denton, Accounts Recemvable, 601 East Hackory, Denton, Texas, unless otherwase desmgnated mn wrmtmng by the Lessor If payments are not recemved on or before the 15th, a fmve (5) percent penalty wmll be due as of the 16th If payments are not recemved by the 1st of the subsequent month, an additmonal penalty of one (1) percent of the unpaid rental/fee amount wmll be due A one (1) percent charge will be added on the 1st of each subsequent month until the unpamd rental/fee payment ms made Faalure to pay the rent or penalty amounts on delinquent rent shall constitute an event of default of this lease The yearly rental for land and mmprovements heremn leased shall be readjusted at the end of each two (2) year permod durang the term of this lease on the basms of the proportion that the then current Unmted States Consumer Prmce Index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical regmon, as compmled by the U S Department of Labor, Bureau of Labor Statlstmcs bears to the applicable andex at the executmon of thms lease The orlgmnal land rental amount is based upon the formulae set forth mn Sectmon IV A for the land heremn leased Each rental adjustment, if any, shall occur on the 1st day of April, begmnnang 2002, and every other year thereafter on such date The ad3ustments mn the yearly rent shall be determIned by multiplying the minimum yearly rent as set forth in Section IV A by a fraction, the numerator of whmch as the mndex number for the last month prior to the ad3ustment, and the denommnator of whmch ms the mndex number applicable at the executmon of thas lease If the product of this mult~placataon ms greater than the manmmum yearly rent as set forth in Section IV A , Lessee shall pay th~s greater amount as the yearly rent untzl the tame of the next rental adjustment as called for in this section If the product of this multiplication is less than the minimum yearly rent of as set forth in Section IV A , there shall be no adjustment in the annual rent at that time, and Lessee shall pay the previous year's annual rent until the time of the next rental adjustment as called for in this section In no event shall any rental adjustment called for in this section result in an annual rent less than the previous year's annual rent The adjustment shall be limited so that the annual rental payment determined for any given year shall not exceed the annual rental payment calculated for the previous year by more than twenty (20) percent If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region, as compiled by the U S Department of Labor, Bureau of Labor Statistics, is discontinued during the term of this lease, the remaining rental adjustments called for in this section shall be made using the formula set forth in Subsection (a) above, but substituting the index numbers for the Consumer Price Index-Seasonally Adjusted U S City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas-Fort Worth geographical region If both the CPI-U for the Dallas-Fort Worth geographical region and the U S C~ty Average are discontinued during the term of this lease, the remaining rental adjustments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI-U applicable to the Dallas-Fort Worth geographical region If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the term of this lease, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor V. RIGHTS AND OBLIGATIONS OF LESSEE A USE OF LEASED PREMISES Lessee is granted the non-exclusive privilege to engage in or provide the following 1 Hangar Leases and Rental The rental or lease of hangars and hangar space and related facilities upon the leased premises 2 Office Space Lease or Rental The rental or lease of office space in or adjoining Lessee's hangars 3 Aircraft and Storage To provide storage of both Lessee's and sublessees' aircraft and aviation related equipment and supplies upon or within the leased premises FAAS LEASE AGREEMENT - Page 6 Lessee, hms tenants and sublessees shall not be authormzed to conduct any servmces not specifically lmsted in this agreement The use of the leased premmses of Lessee, hms tenants or sublessees shall be lmmlted to only those prmvate, commercIal, retaml or industrial actlv~tles having to do with or related to amrports and avmat~on No person, busmness or corporation may operate a commercmal, retail or Industrial bus,ness upon the premises of Lessee or upon the Airport without a lease or lmcense from Lessor authorizing such commercmal, retaml or mndustrmal actmv~ty The Lessor shall not unreasonably wmthhold authormzatmon to conduct aeronautmcal or related services B STANDARDS Lessee shall meet or exceed the followmng standards 1 Address Lessee shall f~le wmth the Amrport Manager and keep current hms mamllng addresses, telephone numbers and contacts where he can be reached ~n an emergency 2 Lmst Lessee shall f~le with the Azrport Manager and keep current a list of hms tenants and sublessees 3 Conduct Lessee shall contractually require his employees and sublessees (and sublessee's ~nvmtees) to abide by the terms of this agreement Lessee shall promptly enforce his contractual rmghts mn the event of a default of such covenants 4 Ut~lltles, Taxes and Fees Lessee shall meet all expen- ses and payments in connection wmth the use of the Premi- ses and the rights and privileges heremn granted, ~ncludmng the timely payment of utml~tmes, taxes, permmt fees, lmcense fees and assessments lawfully levied or assessed 5 Laws Lessee shall comply wmth all current and future federal, state and local laws, rules and regulatmons which may apply to the conduct of business contemplated, mncludmng rules, regulatmons and ordmnances promulgated by Lessor, and Lessee shall keep mn effect and post ~n a prommnent place all necessary and/or requmred lmcenses or permits 6 Maintenance of Property Lessee shall be responsmble for the mamntenance, repair and upkeep of all property, bulldmngs, structures and zmprovements, mncludmng the mowing or el~mlnatmon of grass and other vegetation on the Premmses, and shall keep samd Premmses neat, clean and mn respectable cond~tzon, free from any ob3ectlonal matter or thing Lessee agrees not to utmlmze or permmt FAAS LEASE AGREEMENT - Page 7 others to utilize areas on the leased premises which are located on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft, aircraft parts, automobiles, vehicles of any type, or any other equipment or items which would dzstract from the appearance of the leased premises Lessee agrees that at no time shall the leased premises be used for a flea market type sales operation 7 Painting of Buildings During the original term of this Lease and during each extensIon, Lessor shall have the right to require, not more than once every f~ve years, that the metal exterior of hangar(s) or building(s) located on the premises be reviewed by the Airport Advisory Board for the purpose of determzn~ng whether painting of the exteriors of such buildIngs or hangars is necessary If the Airport Advisory Board determines painting is necessary, it shall furnish a recommendation to this effect to the City Council The Council, may, upon the Board's recommendation, require Lessee to repaint said exteriors according to Lessors specifications (to specify color of paint, quality of workmanship and the year and month In which the hangar(s) or building(s) are to be painted, if needed ) Lessee shall complete the painting in accordance with such specifications within one (1) year of receipt of notice from lessor Lessee agrees to pay all costs and expense involved in the hangar or building painting process Failure of Lessee to complete the painting required by Lessor's City Council within one (1) year period shall constitute Lessee's default under this Lease 8 Unauthorized use of premises Lessee may not use any of the leased land or premises for the operation of a motel, hotel, restaurant, private club or bar, apartment house, or for ~ndustr~al, commercIal or retail purposes, except as authorized herein 9 Dwellings It is expressly understood and agreed that no permanent dwelling or domicile may be built, moved to or established on or within the leased premises nor may lessee, his tenants, lnvltees, or guests be permitted to reside or remain as a resident on or within the leased premises or other airport premises 10 Quit PossessIon Lessee shall 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 condition as existed when possession was taken by Lessee, reasonable FAAS LEASE AGREEMENT - Page 8 wear and tear excepted 11 Hold Harmless Lessee shall lndemnmfy and hold harmless Lessor from and against all loss and damages, lncludmng death, personal injury, loss of property or other damages, arlsmng or resulting from the operation of Lessee's business in and upon the leased premises 12 Chemicals Lessee agrees to properly store, collect and d~spose of all chemicals and chemical resmdues, to properly store, confmne, collect and dmspose of all paint, including paint spray in the atmosphere, and paint products, and to comply wmth all Local, State and Federal regulations governing the storage, handlmng or disposal of such chemicals and paints 13 Hazardous Actlvmt~es Should Lessee vmolate any law, rule, restrlctmon or regulation of the Cmty of Denton or the Federal Aviation Admmnlstratlon, or should the Lessee engage mn or permit other persons or agents to engage mn actlvlt~es which could produce hazards or obstruction to amr navmgatmon, obstructions to vmsmbllmty or interference with any aircraft navlgatmonal amd statmon or device, whether airborne or on the ground, then Lessor shall state such vmolatmon mn wrmtmng and delmver wrmtten notice to Lessee or Lessee's agent on the leased premises, or to the person(s) on the leased premmses who are causing said violation(s), and upon delivery of such wrmtten notmce, Lessor shall have the rmght to demand that the person(s) responsible for the vmolatlon(s) cease and desist from all such actmvmty creating the violation(s) In such event, Lessor shall have the right to demand that correctmve action, as required, be commenced mmmedlately to restore the leased premmses into conformance wmth the partmcular law, rule or aeronautmcal regulation bemng violated Should Lessee, Lessee's agent, or the person(s) responsmble for the vlolatmon(s) fall to cease and desmst from sazd vlolatmon(s) and to immediately commence correctmng the vmolatmon(s), and to complete said corrections wlthln twenty-four (24) hours followmng written notification, then Lessor shall have the right to enter onto the leased premmses and correct the violation(s), and Lessor shall not be responsmble for any damages incurred to any mmprovements on the leased premises as a result of the corrective actmon process C SIGNS Durmng the term of thms Agreement, Lessee shall have the rmght, at mrs own expense, to place mn or on the leased Premmses signs ldentmfymng Lessee Said signs shall be of a s~ze, shape and design, and at a location or locatmons, approved by the Lessor and mn conformance with any overall dmrectmonal graphics or FAAS LEASE AGREEMENT - Page sign program established by Lessor for 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 shall remain the property of Lessee 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 VI. COVENANTS BY LESSOR Lessor hereby agrees as follows A PEACEFUL ENJOYMENT That on payment of rent, fees, and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably hold and enjoy the leased premises and all rights and privileges herein granted, B COMPLIANCE Lessor warrants and represents that in the establishment, construction and operation of said Denton Municipal Airport, that Lessor has heretofore and at this time is complying with all existing rules, regulations, and criteria distributed by the Federal Aviation Administration, or any other governmental authority relating to and including, but not limited to, noise abatement, air rights and easements over ad]olnlng and contiguous areas, over-flight in landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course of normal take-off and landing procedures from said Denton Municipal Airport, Lessor further warrants and represents that at all times during the term hereof, or any renewal or extension of same, that it will continue to comply with the foregoing VII. SPECIAL CONDITIONS It is expressly understood and agreed by and between Lessor and Lessee that this lease agreement is subject to the following special terms and conditions A RUNWAYS ~ TAXIWAYS That because of the present thirty thousand (30,000) pound continuous use weight bearing capacity of the runway and taxlways of the Airport, Lessee herein agrees to limit all aeronautical activity ~ncludlng landing, take-off and taxiing, to aircraft having an actual weight, including the weight of its fuel, of thirty thousand (30,000), until such time that the runway and designated taxlways 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 and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or FAAS LEASE AGREEMENT - Page 10 revisions as such studies may dictate "Aeronautical Activity" referred to in thms clause shall include that activity of the Lessee or mts agents or subcontractors, and its customers and lnvmtees, but shall not Include those actlvltmes over which mt has no sollcltory part or control, such as an unsolicited or unscheduled or emergency landing A pattern of negligent disregard of the provisions of this section shall be suffmclent to cause the immediate termmnatlon of thms entire Agreement and subject Lessee to lmabllmty for any damages to the Airport that might result VIII. LEASEHOLD IMPROVEMENTS A REQUIREMENTS Before commencing the construction of any improvements upon the premises, Lessee shall submit 1 Documentation, speclfmcat~ons, or design work, to be approved by the Lessor, which shall establish that the improvements to be built or constructed upon the leased premises are mn conformance wmth the overall size, shape, color, quality and design, in appearance and structure of the program establmshed by Lessor on the Airport 2 All plans and specmflcatlons showing the location upon the premises of the proposed construction, 3 The estmmated cost of such construction No construction may commence untml Lessor, acting by its City Council, has approved the plans and speclflcatmons and the location of the improvements, the estimated costs of such construction and the agreed estmmated life of the bulldmng or structure Approval by the City Council shall not be unreasonably wmthheld, should the Councml fall to deny Lessee's plans and specifications within sixty (60) days of submission thereof to the Council, such plans and specifications shall be deemed approved Documentary evidence of the actual cost of construction on publmc areas only (such as taxmways) shall be delivered by Lessee to Lessor's City Manager or his designee from tmme to time as such costs are pamd by Lessee, and Lessor's Cmty Manager or hms designee is hereby authorized to endorse upon a copy of this lease filed with the City Secretary of Lessor such actual amounts as he shall have found to have been paid by Lessee, and the findings of the Cmty Manager when endorsed by him upon said contract shall be conclusive upon all parties for all purposes of th~s agreement B ADDITIONAL CONSTRUCTION OR IMPROVEMENTS Lessee ms hereby authorized to construct upon the land herein leased, at hms own cost and expense, buildings, hangars, and structures, that Lessor and Lessee mutually agree are necessary for use in connection with the operations authorized by this lease, provided however, before FAAS LEASE AGREEMENT - Page commencing the construction of any improvements upon the premises, Lessee shall submit plans and specmflcatlons for approval by Lessor as specified in Article VIII A , above C OWNERSHIP OF IMPROVEMENTS All bumldmngs and improvements constructed upon the premises by Lessee shall remamn the property of Lessee unless said property becomes the property of Lessor under the following conditions, terms and provlsmons 1 Removal of Bumldln~s No bumldmng or permanent fmxture may be removed from the premises 2 Assumption All buildings and improvements of whatever nature remaining upon the leased premises at the end of the primary term, or any extension thereof, of thms lease shall automatically become the property of Lessor absolutely in fee without any cost to Lessor 3 Bulldmn~ Life It is agreed that the life of the bumldlng to be constructed by Lessee on the property herein leased is thirty (30) years 4 Cancellation Should this lease be cancelled for any reason before the end of the thmrty (30) year expected building life, it Ks especmally understood and agreed that Lessor reserves the right to purchase all buildings, structures and improvements then exlstmng upon the premises by tendermng to Lessee one thirtieth (1/30) of the undeprecmated value of such bulldmng for each year remaining on the agreed lmfe of such building The undeprecmated value of all improvements is to be determined by having such mmprovements appraised by three appraisers, one appointed by Lessor, one appointed by Lessee and one appointed by the two appramsers IX. SUBROGATION OF MORTGAGEE A Any person, corporation or institution that lends money to Lessee for construction of any hangar, structure, building or mmprovement and retains a security mnterest in samd hangar, structure, bulldmng or improvement shall, upon default of Lessee's obligations to said mortgagee, have the right to enter upon said leased premmses and operate or manage samd hangar, structure, building or mmprovement according to the terms of this Agreement, for a permod not to exceed the term of the mortgage wmth Lessee, or until the loan is paid in full, whmchever comes first, but in no event longer than the term of thms lease It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those mmprovements constructed with funds borrowed from mortgagee, FAAS LEASE AGREEMENT - Page 12 those improvements purchased with the borrowed funds, and those improvements pledged to secure the refinancing of the Improvements B Lessee shall have the right to place a first mortgage l~en upon the leasehold in an amount not to exceed e~ghty-flve percent (85%) of the construction cost or current market value of the leasehold improvements X. RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessee, upon the leased ground space for the purpose of providing underground utility services to, from or across the a~rport property or for the construction of public facilities on the Airport However, any such easements shall not interfere with Lessee's use of the leased premises and Lessor shall restore the property to original condition upon the installation of any utility services on, in, over or under any such easement or the conclusion of such construction Construction in or at the easement shall be completed within a reasonable time XI. ASSIGNMENT OF LEASE Lessee expressly covenants that it w~ll not assign this lease, convey more than ten percent (10%) of the ~nterest ~n h~s business, through the sale of stock or otherwise, transfer, l~cense, nor sublet the whole or any part of the said premises for any purpose, except for rental of hangar space or t~e-down space, w~thout the written consent of Lessor Lessor agrees that it will not unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for the airport related purposes, provided however, that no such assignment, sublease, transfer, license, sale or otherwise shall be approved if the rental, fees or payraents, received or charged are in excess of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion of the premises proposed to be assigned, subleased, transferred, licensed, or otherwise The provisions of this lease shall remain binding upon the assignees, if any, of Lessee XII. INSURANCE A REQUIRED INSURANCE Lessee shall maintain continuously in effect at all times during the term of th~s agreement, at Lessee's expense, the following insurance coverage 1 Comprehensive general liability covering the leased premises, the Lessee or its company, its personnel, and its operations on the airport FAAS LEASE AGREEMENT - Page 13 2 Aircraft llabllmty to cover all flight operations of Lessee 3 Fmre and extended coverage for replacement value for all facmlltles used by the Lessee either as a part of thzs agreement or erected by the Lessee subsequent to thms agreement 4 Lmablllty insurance limits shall be in the following minimum amounts Bodily In]ury and Property Damage One Mmlllon Dollars ($1,000,000) combined szngle lmmlts on a per occurrence basms 5 Ail policies shall name the Cmty of Denton as an additional named insured and provide for a minimum of thirty (30) days written notice to the Cmty prior to the effective date of any cancellatmon or lapse of such policy 6 Ail pollcmes must be approved by the Lessor 7 The Lessor shall be provided wmth a copy of all such policies and renewal certlfmcates During the term of this lease, Lessor heremn reserves the rmght to adjust or increase the lmabmllty insurance amounts required of the Lessee, and to requmre 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 requmrements shall be commensu- rate with insurance requirements at other public use airports smmmlar to the Denton Municipal Amrport mn smze and in scope of aviation activIties, located in the southwestern regmon of the Unmted States Lessee heremn agrees to comply wmth all increased or ad]usted Insurance requirements that may be required by the Lessor throughout the original or extended term of this lease, including types of mnsurance and monetary amounts or lmmlts of · nsurance, and to comply wmth said insurance requirements wmthin sixty (60) days following the receipt of a notmce in writing from Lessor stating the increased or adjusted insurance requmrements Lessee shall have the right to ma~ntamn mn force both types of insurance and amounts of insurance, which exceed Lessor's minimum mnsurance requirements In the event that State law should be amended to require types of insurance and/or insurance amounts whmch exceed those of like or simllar public use amrports in the southwestern region of the FAAS LEASE AGREEMENT ~ Page 14 United States of America, then in such event, Lessor shall have the right to require that Lessee maintain in force types 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 XIII. CANCELLATION BY LESSOR In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in bankruptcy shall be instituted against it and Lessee thereafter is ad3udlcated bankrupt pursuant to such proceedings, or any court shall take 3urlsdlctlon of Lessee and ~ts assets pursuant to proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be d~vested of its estate herein by other operation of law, or Lessee shall fall to perform, keep and observe any of the terms, covenants, or conditions here~n contained, or on its part to be performed, the Lessor may give Lessee written not~ce to correct such condition or cure such default and, if any condition or default shall continue for thirty (30) days after the receipt of such notice by Lessee, then Lessor may terminate this lease by written notice to Lessee In the event of default, Lessor has the r~ght to purchase any or all structures on the leased premises under the provisions of Section VIII Paragraph C 4 (Cancellation) hereof XiV. CANCELLATION BY LESSEE Lessee may cancel this Agreement, in whole or part, and termi- nate all or any of its obligations hereunder at any t~me, by thirty (30) days written notice, upon or after the happening of any one of the following events (1) issuance by any court of competent ~urlsd~ctlon of a permanent injunction in any way preventing or restraining the use of said airport or any part thereof for airport purposes, (2) the breach by Lessor of any of the covenants or agreements contained herein and the failure of Lessor to remedy such breach for a period of ninety (90) days after receipt of a written notice of the existence of such breach, (3) the inability of Lessee to use said premises and facilities continuing for a longer period than ninety (90) days due to any law or any order, rule or regulation of any appropriate governmental authority having jurisdiction over the operations of Lessor or due to war, earthquake or other casualty, or (4) the assumption or recapture by the United States Government, or any authorized agency thereof, of the maintenance and operation of said airport and facilities or any substantial part or parts thereof Upon the happening of any of the four events listed in the preceding paragraph, such that the leased premises cannot be used FAAS LEASE AGREEMENT - Page 15 for avlatlon purposes, then the Lessee may cancel this lease as aforesaid, or may elect to continue this lease under its terms, except, however, that the use of the leased premises shall not be limited to aviation purposes, their use being only limited by such laws and ordInances as may be applicable at that time XV. MISCELLANEOUS PROVISIONS A ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties and as of its effective date supersedes all prior or independent Agreements between the parties covering the subject matter hereof Any change or modification hereof shall be in writing signed by both parties B BINDING EPFECT Ail 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 C SEVERABILITY If a provision hereof shall be finally declared void or illegal by any court or administrative agency having ~urlsdlctlon, 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 part~es D NOTICE Any notice given by one party to the other in connection with this agreement shall be ~n writing and shall be sent by registered mall, return receipt requested, with postage and registration fees prepaid as follows 1 If to Lessor, addressed to City Manager City of Denton 215 E McKlnney Street Denton, Texas 76201 2 If to Lessee, addressed to Mr Jack Faas 6621 Brentwood Lane The Colony, TX 75056 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt E HEADINGS The headings used in this Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement FAAS LEASE AGREEMENT - Page 16 F GOVERNING LAW Thzs Agreement zs to be construed in accordance wlth the laws of the State of Texas G MEDIATION Przor to instituting sult in a court of competent jurisdiction, the partzes shall, in good faith attempt to settle any controversy or clazm by any party hereto arising out of or relating to thzs Agreement by medzatlon in accordance with the laws and rules, then obtalnzng, of the State of Texas and the State Bar of Texas H NO WAIVER No waiver by Lessor or Lessee of any default or breach of covenant or term of this lease may be treated as a wazver of any subsequent default or breach of the same or any other covenant or term of thzs Agreement I INDEPENDENT CONTRACTOR During all times that this Lease is in effect, the parties agree that Lessee is and shall be deemed to be an independent contractor and operator and not an agent or employee of the Lessor with respect to their acts or omlsszons hereunder For all the purposes hereunder, Lessee is and shall be deemed an independent contractor and it is mutually agreed that nothing contained herein shall be deemed or construed to constitute a partnershzp or joint venture between the parties IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written CITY OF DENTON, TEXAS, LESSOR Howard Mar[zn,~TY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY CITY OF DENTON, TEXAS FAAS LEASE AGREEMENT - Page 17 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY CITY OF DENTON, TEXAS THE STATE OF TEXAS § COUNTY OF DENTON This instrument was acknowledged before me on the /~t~[ day of ~o~ , 200~ by LESSEE My Commission Expires AGREEMENT - Page 18 Attachment A ,000~1 ($ 0£g2,,10 N) ~. Attachment B E×HII~IT ~C' FIELD NOTE8 to all that certain tract of land situated In tho W~lllom Nell Survey, Abstract Number ~70 in tho oM ~nd County of Donjon, Texas and being e pert of Lot 1 Block 1 of th~ Southeast Airport Addrflon, an addMon In the O~Y of Denton, Denton County, Texas, according to the Plat thereof recorded In Cabinet O Page 2e5 of the Plot Records of Denton O0~nty, TeXaS, the aubJeol tract being rnor~, particularly described as follows', Commencing at the moat Westerly Southwest comer cf said Lot 1 Block 1, THENCE North 08 IDogr~ 36 bllnut~m 21 Seconds East with the West line thereof e distance of 1067 51 feet to ~ corner, THENCE South 8B Degrees 36 Minutes 10 Seconds East a dls~ance or 896 84 feet to a capped iron rod set for thm Southwest Corner ofth~ herein described tract In the North line of a 130 foot taxlway, drain ag a and utility easement, THENCE North 01 Degyeee 23 MInute~ 50 Seconds East a dr~tance of 1Bo 00 feet to a capped Iron rod ~mt for tho Northwest Corner of the herein described tract In the South Iin~ of a 60 foot access, drainage and uMIty easement, THENOE South 86 Degrees ~ Minutes 10 Seconds East with the 8curb hne thereof a distance of 100 00 feet to a capped Iron rod iai for the Northeast Oorner of the herein described tract, THENCE Soqth 01 Degrees 23 Minutes 60 Seconds Wast ii distance of 180 00 fast to e capped iron rod est for the Southeast Comer of the herein described travt In the North Itme of said ~ 30 foot easement, THENCE Nollh 68 Degrees ~8 Minutes 10 8e0ohds West with amid North bna e all,range of 100 O0 feet to the PLACE OF BEGINNIN~ and enclosing 18,000 square feet of land These Field Notes with the accompanying sketch were prepared from aq on the.ground survey mede under my direction and supervision on January 9. t997, There era no visible ct apparent Intrumena, protrusions or easements except as shown Th~s survey wee prepared without the benefit of a 'aria binder or schedule [~ R P L S No ~312 Date