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2001-414FILE REFERENCE FORM I 2001-414 I X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initial: Lease terminated by Ordinance No. 2004-102 04/06/04 S \Our Documeqts\Ordmances\01~Bndges Airport Lease 01 doc CITY OF ~ENTON A~ PAUL B~GES FOR USE OF A PORTION OF THE DENTON M~ICIP~ AI~ORT FOR COMMERCI~ HANG~OFFICE A~ ~LATED SERVICES, A~ PROVID~G ~ EFFECTIVE DATE ~E~AS, The Denton A~o~ Adwso~ Board has recommended the approval of the hereto described A~o~ Lease Agreement, ~d ~E~AS, the C~ty Council of the C~ty of Denton, Texas hereby finds that smd A~o~ Lease Agreement m ~n the pubhc ~nterest, NOW, THEREFOR THE CO~CIL OF THE C~TY OF DENTON HEREBY O~AINS SECTION 1 The C~ty M~ager, or h~s demgnee, ~s hereby authomzed to execute ~ A~o~ L~e Agreement be~een ~e City of Denton ~d Paul Bmdges in subst~tmlly ~e fo~ of the A~o~ Le~e Agreement whmh m attached to ~d made a p~ of thru ordm~ce for all p~oses, for ~e pu~ose of prowd~ng commercml h~gar/office ~d related se~mes at the Denton M~m~pal A~o~ The C1~ M~ager, or h~s demgnee, m authomzed to exercme ~y of the C~ty's rights or duties under the A~o~ Lease Agreement SECTION 2 Th~s ordinate shall become effective ~edlately upon ~ts passage ~d approval PASSED A~ ~PROVEDth~sthe ~ ~ _dayof ~/~ ,2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY VED AS TO LEGAL FORM HERBERT L PROUTY, TY ATTORNEY BY ' ~ AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § Th~s~lease ~s made and executed thls~ day of November, 2001, at Denton, Texas, by and between the C~ty of Denton, Texas, a mumc~pal corporation, hereinafter referred to as "Lessor", and a Mr Paul J Bridges hawng h~s pnnc~pal offices at 2105 Acorn Bend, Denton, Texas 76210, hereinafter referred to as "Lessee" WITNESSETH WHEREAS, Lessor now owns, controls and operates the Mumc~pal A~rport (A~rport) in the C~ty of Denton, County of Denton, State of Texas, and WHEREAS, Lessee desires to lease certain premises on sa~d a~rport and construct and maintain an a~roraft hangar and related awat~on fac~ht~es thereon, and NOW, THEREFORE, for and ~n consIderation of the promises and the mutual covenants contained m th~s Agreement, the part~es agree as follows I ~{3NDITII3NR ~tF A~RFFMI~NT NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING A pRIN~IPI I:R C)F ('3pI::RATIC)Nfi The nght to conduct aeronautical and related actlwt~es for furnishing serwces to the pubhc ~s granted to Lessee subject to Lessee agreeing 1 To furmsh sa~d services on a fair, equal and not unjustly d~scnm~natory bas~s to all users thereof, and 2 To charge fair, reasonable and not unjustly d~scnm~natory pnces for each umt or service, provided, that Lessee may be allowed to make reasonable and nondiscnm~natory discounts, rebates, or other s~m~lar types of pnce reductions to volume purchasers B ~NC)N-131,~,(':-RIMINATIC)N Lessee, for h~mself, h~s personal representatives, successors and ~nterests, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running w~th the land that 1 No person on the grounds of race, rehg~on, color, sex, or national ong~n shall be excluded from participation in, den~ed the benefits of, or be otherwise subjected to d~scrim~nat~on ~n the use of sa~d fac~ht~es, 2 In the construction of any ~mprovements on, over, or under such land and the furmshlngs of services thereon, no person on the grounds of race, rehglon, color, sex, or national ong~n shall be excluded from participation ~n, demed the benefits of, or otherwise be subJected to d~scnm~nat~on, 3 Lessee shall use the premises ~n comphance w~th all other requirements ~mposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportabon, Subtitle A, Office of the Secretary, Part 21, Nondiscrimi- nation In Federally assisted programs of the Department of Transportation - Effectual of T~tle VI of the C~wl R~ghts Act of 1964, as sa~d Regulations may be amended C RIGHT C,F INI31vIr3HAI R TO3 MAINTAIN AIRC:RAFT It ~S cleady understood by Lessee that no right or pnwlege has been granted which would operate to prevent any person, firm or corporation operating aircraft on the a~rport from performing any serwces on ~ts own aircraft w~th ~ts own regular employees 0ncludlng, but not hm~ted to, maintenance and repair) that it may choose to perform D N~N-I=X~I IJ,~IVF: RIGHT It ~S understood and agreed that nothing hereto contained shall be construed to grant or authonze the grant~ng of an exclusive nght w~thm the meamng of T~tle 49 U S C Appendix {}1349 E pl.~RI lO. ARFA~ 1 Lessor reserves the nght to further develop or ~mprove the landing area of the a~rport as ~t sees fit, regardless of the desires or wews of Lessee, and w~thout interference or hindrance 2 Lessor shall be obligated to maintain and keep ~n good repair the landing area of the airport and all publicly owned faclht~es of the a~rport, together w~th the nght to d~rect and control all act~wt~es of Lessee ~n th~s regard 3 Dunng time of war or national emergency, Lessor shall have the right to lease the landing area or any part thereof to the United States Government for m~htary or naval use, and, ~f such lease ~s executed, the provisions of th~s ~nstrument ~nsofar as they are inconsistent w~th the prows~ons of the lease to the Government, shall be suspended 4 Lessor reserves the right to take any acbon ~t considers necessary to protect the aerial approaches of the a~rport against obstruction, together w~th the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adJacent to the airport which, ~n the op~mon BRIDGES LAND LEASE 10-1 DOC- Page 2 of Lessor, would hm~t the usefulness or safety of the airport or constitute a hazard to a~rcraff or to atmraff navigation 5, Th~s Lease shall be subordinate to the prows~ons of any existing or future ~ agreement between Lessor and the United States or agency thereof, relabve to the operation or maintenance of the airport Lessor, for and ~n consideration of the covenants and agreements hereto contained, to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby hire and take from Lessor, the following described land situated in Denton County, Texas A ~ A tract of land, being approximately 2,790 square feet, or 0 064 acres, drawn and outlined on Attachment "A" as Lot 10, and legally descnbed in Attachment "B," such attachments being incorporated herein by reference Together w~th the right of ingress and egress to sa~d property, and the right ~n common lw~th others so authorized of passage upon the A~rport property generally, subject tO reasonable regulations by the C~ty of Denton and such nghts shall extend to Lessee's, employees, passengers, patrons and mwtees For purposes of this agreement, the term "Premises" shall mean all property located w~thm the metes and bounds described and ident~fied w~th~n Attachment "B", ~nclud~ng leasehold ~mprovements con- structed Iby the Lessee, but not ~ncludmg carta~n easements or property owned and/or controlled by the Lessor B i IMPROVFMI:NTR pF~C)VII3FI') RY I F.~ROR NONE There w~ll be no ~mprovements prowded by Lessor, except as set forth ~n Article II E "Access to Ut~ht~es" below For the purpose of th~s Agreement, the term "Lessor ~mprovements" shall mean those th~ngs on or adjacent to the Premises belonging to, constructed by, or to be constructed by the Lessor, which enhance or ~ncrease, the value or quality of the leased land or property Unless otherwise noted here~n, all Lessor ~mprovements are and w~ll remain the property of Lessor All Lessor ~mprovements must be descnbed m detail above, or above referenced and attached to th~s Agreement ~n an exhibit approved by Lessor C IMPRC)VFMFNT.~ PRC)VIr31=l-) RY I F.q, RI:I::. On Lot 10, Lessee shall construct a hangar/office faclhty not less than 1,800 square feet with taxlway access and appropnate culverts or drainage as required by City ordinances in the utility right-of-way north ol~ the proposed hangar as well as other ~mprovements as determined necessary by City od:hnances Tax,way access shall be constructed to meet a 15,000-pound continuous use weight beanng capacity Sa~d improvements shall be completed not less than 365 days from the date of this agreement BRID~ES LAND LEASE 10-1 DOC- Page 3 D EASEMEb[T~ Lessor and Lessee by mutual agreement may establish, on the leased premises, easements for public access on reads and taxlways E A~F:~.A TC) LITII ITII::.~_ Lessor represents that there are water and 3-phase electricity hnes within three hundred feet (300') of the leased premises available to "tap-~n" by Lessee, and that the same are sufficient for usual and customary serwce on the leased premises III TERM The term of th~s Agreement shall be for a penod of thirty-years (30), commencing on the sixth day of November 2001, and continuing through the fifth day of November 2031, unless ead~er terminated under the provisions of the Agreement Any attempt by Lessee to renegot~ate th~s Lease shall be ~n wntlng addressed to the C~ty Manager at least one hundred e~ghty-days (180) before the expiration of the stated term of this lease, and at least hundred e~ghty-days (180) days before the expiration of any additional renegot~ated period Lessee has the option to renew for one (1) additional ten-year (10) term The rental and terms to be negotiated shall be reasonable and consistent w~th the then value, rentals and terms of similar property on the a~rport IV PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for th~s lease, the following payments, rentals and fees A LAND RENTAL Lessee shall pay to the Lessor for the use and occupancy of the Premises the sum of e~ght cents ($0 08) per square foot per year, for a total of $223 20 per year and shall be due and payable in two equal ~nstallments in the sum of ninety ($111 60) dollars each six months, with the first payment to be made upon execution of this lease and the second payment due on or before May 1, 2001 Thereafter, payments shall be due on October 1 and April I of each year of the Lease Notwithstanding the foregoing, the annual lease rental to be reduced by the current lease rate per square foot, t~mes the number of square feet comprising all easements established in accordance w~th Article II (D) B I I:RR~R IMPR~VI:MF:IdT,~ RF:NTAI ,~ NONE There are no Lessor ~mprovements On the leased premises pAyMFNT; PFNAI TY. AI').IIIRTMI::NTS All payments due Lessor from Lessee shall be made to Lessor at the o11'ices of the Customer Serwce D~ws~on of the City of Denton, 601 East Hickory, Denton, Texas, unless otherwise designated in writing by the Lessor If payments are not received on or before the 15th, a five-percent (5%) penalty w~ll be due as of the 16th If payments are BRIDGES LAND LEASE 10-1 DOC- Page 4 not received by the 1st of the subsequent month, an additional penalty of one- percent (1%) of the unpaid rental/fee amount will be due A one-percent (1%) charge will be added on the 1st of each subsequent month until the unpaid rental/fee payment ~s made Failure to pay the rent or penalty amounts on delinquent rent shall constitute an event of default of th~s lease The ~yearly rental for land and improvements herein leased shall be readjusted at the end of each one-year (1) penod during the term of this lease on the bas~s of the proportloq that the then current Umted States Consumer Pnce Index for all urban consumem (CPI-U) for the Dallas-Fort Worth geographical region, as comp~led by the U S Department of Labor, Bureau of Labor Statistics bears to the applicable index at the execution, of th~s lease The original land rental amount is based upon the formulae set forth ~n Section IV A for the land here~n leased Each rental adjustment, ~f any, shall occur on the 1st day of November, beg~nmng 2002, and every year thereafter on such date The adjustments in the yeady rent shall be determined by multiplying the minimum, yearly rent as set forth ~n Section IV A by a fracbon, the numerator of which is the ~ndex number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execubon of th~s lease If the product of this mult~phcatlon ~s greater than the minimum yearly rent as set forth in Section IV A, Lessee shall pay th~s greater amount as the yearly rent until the time of the next rental adjustment as called for ~n this section If the product of this mult~phcat~on ~s less than the m~mmum yearly rent of as set forth ~n Secbon IV A there shall be no adjustment ~n 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 ~n th~s section result ~n an annual rent less than the prewous year's annual rent The adjustment shall be hm~ted so that the annual rental payment determined for any g~ven year shall not exceed the annual rental payment calculated for the previous year by more than ten-percent (10%) If the consumer pnce index for all urban consumers (CPI-U) for the Dallas-Fort Worth gf~ograph~cal region, as comp~led by the U S Department of Labor, Bureau of Labor S~at~st~cs, is d~scontlnued dunng the term of th~s lease, the remaining rental adjustments called for In th~s section shall be made using the formula set forth m Subsection (a) above, but subsbtutlng the index numbers for the Consumer Pnce Index-Seasonally Adjusted U S City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U apphcable to the Dallas-Fort Worth geographical region if both the CPI-U for the Dallas-Fort Worth geographical region and the U S City Average are d~scont~nued dunng the term of th~s lease, the remaining rental adjustments called for m th~s section shall be made using the statlsbcs of the Bureau of Labor S~at~st~cs of the United States Department of Labor that are most nearly compara- ble to tl~e CPI-U apphcable to the Dallas-Fort Worth geographical region If the Bureau of Labor Statistics of the United States Department of Labor ceases to ex~st or ceases to publish stattsbcs concerning the purchasing power of the consumer dollar dunng the term of th~s lease, the rema~mng rental adjustments called for ~n th~s section shall be made BRID~ES LAND LEASE 10-1 DOC- Page 5 using the most nearly comparable statistics pubhshed by a recognized flnancml authority selected by Lessor V, RIGHTS AND OBLIGATIONS OF LESSEE A I,,IRF OF I I::ARFI') PRF:MI~:.'~ Lessee ~s granted the non-exclusive pnwlege to engage in, or provide the following 1 I-I~n_n~r I ~-~.~ ~nd R~nt~l. The rental or lease of hangars and hangar space and related fac~hties upon the leased premises 2 c)ffi¢.. R,n~.A I Am~. nr R~nt~l_ The rental or lease of office space in or adjoining Lessee's hangars 3 Au333~D~a~:LS~ To provide storage of both Lessee's and sublessees' a~mraft and aviation related equipment and supplies upon or w~th~n the leased pram~ses Lessee, hm tenants and sublessees shall not be authonzed to conduct any serwces not specifically hsted in th~s agreement The use of the leased premises of Lessee, his tenants or sublessees shall be bruited to only those pnvate, commercial, retail or ~ndustnal act~wtles lhav~ng to do with or related to a~rports and aviation No person, business or corporation may operate a commercial, retail or ~ndustnal bus~ness upon the premises of Lessee or upon the A~rport w~thout a lease or hcense from Lessor authonz~ng such commercial, retail or industrial activity The Lessor shall not unreasonably w~thhold authonzatlon to conduct aeronautical or related services B STANDARDA_ Lessee shall meet or exceed the following standards 1 ~,ddm..~_ Lessee shall file w~th the Airport Manager and keep current h~s ma~hng addresses, telephone numbers and contacts where he can be reached in an emergency 2 ! ~t. Lessee shall file w~th the A~rport Manager and keep current a list of his tenants and sublessees 3 ~nnd~lc.t Lessee shall contractually require his employees and sublessees (and sublessee's ~nv~tees) to ab~de by the terms of th~s agreement Lessee shall promptly enforce h~s contractual nghts ~n the event of a default of such covenants 4 I Ihlff~.~ T~y~ ~nrl I:~.~ Lessee shall meet all expenses and payments In connection w~th the use of the Premises and the nghts and privileges here~n granted, includ~ng the bmely payment of ut~htles, taxes, permit fees, hcense fees and assessments lawfully lev~ed or assessed BRIDGEB LA~D L~ABE 10-1 DOC- Page 6 5 I ~w. Lessee shall comply w~th ali current and future federal, state and local laws, rules and regulations whmh may apply to the conduct of business contemplated, ~nclud~ng rules, regulations and ordinances promulgated by Lessor, and Lessee shall keep m effect and post in a prominent place all necessary and/or required hcenses or permits 6 M~mf~nAn~.~ nf Prn.nAn"~. Lessee shall be responsible for the maintenance, repair and upkeep of all property, buildings, structures and ~mprovements, including the mowing or ehm~nat~on of grass and other vegetation on the Premises, and shall keep said Premises neat, clean and in respectable condition, free from any objectionable matter or th~ng Lessee agrees not to utilize or permit others to utlhze areas on the leased premises which are located on the outside of any hangar or building for the storage of wrecked or permanently d~sabled a~mraft, a~rcraft parts, automobiles, vehicles of any type, or any other equipment or ~tems which would d~stract from the appearance of the leased premises Lessee agrees that at no t~me shall the leased premises be used for a flea market type sales operation 7 Eat~ Dunng the ong~nal term of this Lease and during each extension, Lessor shall have the nght to require, not more than once every five years, that the metal extenor of hangar(s) or building(s) located on the premises be rewewed by the A~rport Adwsory Board for the purpose of determimng whether painting of the extenors of such buildings or hangars ~s necessary If the A~rport Adwsory Board determines palnbng is necessary, ~t shall furmsh a recommendation to th~s effect to the C~ty Council The Council, may, upon the Board's recommendation, require Lessee to repaint sa~d extenors according to Lessor's specifications (to specify color of paint, quality of workmanship and the year and month ~n which the hangar(s) or building(s) are to be painted, if needed ) Lessee shall complete the painting ~n accordance w~th such specifications w~th[n one-year (1) of receipt of not~ce from Lessor Lessee agrees to pay all costs and expense revolved m the hangar or building pa~nbng process Failure of Lessee to complete the painting required by Lessor's C~ty Council w~th~n one-year (1) penod shall constitute Lessee's default under this Lease 8 [ Jpnuthnr~7~d u.~ nf ,nr~m~.~R Lessee may not use any of the leased land or premises for the operation of a motel, hotel, restaurant, pnvate club or bar, apartment house, or for ~ndustnal, commercial or retail purposes, except as authonzed here~n 9 ~w~lhno-~ It ~s expressly understood and agreed that no permanent dwelhng or domtc~le may be built, moved to or established on or w~th~n the leased premises nor may lessee, h~s tenants, ~nv~tees, or guests be perm~t- ted to reside or remain as a resident on or w~th~n the leased premises or other a~rport premises BRIDGES LAND LEASE 10-1 DOC- Page 10 O~,,t pn.~.~.~(3n Lessee shall quit possession of all premises leased herein at the end of the pnmary term of this lease or any renewal or extension thereof, and dehver up the premises to Lessor ~n as good condition as existed when possession was taken by Lessee, reasonable wear and tear excepted 11 Hnld Hnrrnln~.~ Lessee shall ~ndemnlfy and hold harmless Lessor from and against all loss and damages, includ~ng death, personal ~njury, loss of property or other damages, ansmg or resulting from the operation of Lessee's bus~ness ~n and upon the leased premises 12 Cbsmmats Lessee agrees to propedy store, collect and d~spose of all chemicals and chemical residues, to propedy store, confine, collect and d~spose of all paint, ~ncludlng paint spray ~n the atmosphere, and paint products, and to comply with all Local, State and Federal regulations governing the storage, handhng or disposal of such chemicals and paints 13 ~azerd~mLACm~as Should Lessee wolate any law, rule, restnct~on or regulation of the City of Denton or the Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage ~n activities whmh could produce hazards or obstruction to a~r nawgat~on, obstructions to ws~b~hty or ~nterference with any aircraft nawgat~onal a~d station or device, whether a~rborne or on the ground, then Lessor shall state such violat~on ~n wnting and deliver wntten notice to Lessee or Lessee's agent on the leased premises, or to the person(s) on the leased premises who are causing sa~d v~olat~on(s), and upon delivery of such wntten not~ce, Lessor shall have the nght to demand that the person(s) responsible for the wolat~on(s) cease and desist from all such actlwty creating the violation(s) In such event, Lessor shall have the nght to demand that corrective action, as required, be commenced immediately to restore the leased premises ~nto conformance with the particular law, rule or aeronautical regulation being wolated Should Lessee, Lessee's agent, or the person(s) responsible for the wolatlon(s) fall to cease and desist from sa~d wolat~on(s) and to immediately commence correcting the v~olat~on(s), and to complete said corrections within twenty-four (24) hours following wntten notification, then Lessor shall have the nght to enter onto the leased premises and correct the violation(s), and Lessor shall not be responsible for any damages ~ncurred to any ~mprovements on the leased premises as a result of the correct~ve acbon process D SI~N~ Dunng the term of thIs Agreement, Lessee shall have the nght, at ~ts own expense, to place ~n or on the leased Premises s~gns ~dent~fy~ng Lessee SaId s~gns shall be of a s~ze, shape and design, and at a location or locations, approved by the Lessor and in conformance with any overall d~rect~onal graphics or s~gn program estabhShed by Lessor for the Airport Lessor's approval shall not be w~thheld unreasonably Sa~d s~gns shall be maintained m good repair throughout the term of th~s agreement Notwithstanding any other prows~on of this agreement, said signs shall BRIDGES LAND LEASE 10-1 DOC- Page 8 remain the property of Lessee Lessee shall remove, at ~ts expense, all lettenng, s~gns and placards so erected on the premises at the exp~rebon of the term of th~s Agreement or extensions thereof VI COVENANTS BY LESSOR Lessor hereby agrees as follows A p~:A~FI:I II ~:N,I(3YblFNT 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 nghts and pnwleges here~n granted, B ~ Lessor warrants and represents that ~n the estabhshment, construcbon and operabon of sa~d Denton Mumc~pal A~rport, that Lessor has heretofore and at th~s time ~s complying with all ex,sting rules, regulations, and cntena d~stnbuted by the Federal Aviation Administration, or any other governmental authonty relating to and ~nclud~ng, but not hm~ted to, no~se abatement, a~r nghts and easements over adjo~mng and contiguous areas, over-flight ~n landing or takeoff, to the end that Lessee w~ll not be legally hable for any action of trespass or s~m~lar cause of action by wrtue of any aerial operations of adjoining property ~n the course of normal take-off and landing procedures from sa~d Denton Mumc~pal A~rport, Lessor further warrants and represents that at all t~mes dunng the term hereof, or any renewal or extension of same, that ~t w~ll continue to comply w~th the foregoing VII SPECIAL CONDITIONS It ~s expressly understood and agreed by and between Lessor and Lessee that th~s lease agreement ~s subject to the following special terms and cond~bons A R[INWAV.~ ANr') TA×IWAY~ That because of the present fifteen thousand (15,000) pound continuous use weight beanng capacity of the runway and tax,ways of the A~rport, Lessee here~n agrees to hm~t all aeronaubcal act~wty including landing, take-off and taxiing, to aircraft hawng an actual weight, ~nclud~ng the weight of ~ts fuel, of fifteen thousand (15,000), until such t~me that the runway and designated tax,ways on the A~rport have been ~mproved to handle a~roraft of such excessive weights It ~s further agreed that, based on quahfied eng~neenng studies, the weight restnct~ons and prowslons of th~s clause may be adjusted, up or down, and that Lessee agrees to ab~de by any such changes or rews~ons as such studies may d~ctate "Aeronautical Actlwty" referred to in this clause shall include that act~wty of the Lessee or its agents or subcontractors, and ~ts customers and mwtees, but shall not ~nclude those actlwbes over which ~t has no sohc~tory part or control, such as an unsolicited or unscheduled or emergency landing A pattern of neghgent d~sregard of the provisions of th~s section shall be sufficient to cause the ~mmed~ate termination of th~s entire Agreement and subject Lessee to hab~hty for any damages to the A~rport that m~ght result BRIDGES L;%ND LEASE 10-1 DOC- Page 9 VIII. LEASEHOLD IMPROVEMENTS A RFC~! Jll~l::tvlI=NT-~- Before commencing the construction of any ~mprovements upon the premises, Lessee shall submit 1 Documentation, specifications, or design work, to be approved by the Lessor, which shall establish that the ~mprovements to be budt or constructed upon the leased premises are ~n conformance w~th the overall s~ze, shape, color, quality and design, ~n appearance and structure of the program estabhshed by Lessor on the A~rport 2 All plans and specifications show~ng the location upon the premises of the proposed construction, 3 The estimated cost of such construcbon No construction may commence until Lessor, acting by ~ts C~ty Council, has approved the plans and specifications and the Iocabon of the ~mprovements, the estimated costs of such construction and the agreed estimated hfe of the budding or structure Approval by the C~ty Council shall not be unreasonably w~thheld, should the Councd fall to deny Lessee's plans and specifications w~th~n s~xty (60) days of submission thereof to the Council, such plans and specifications shall be deemed approved Documentary ewdence of the actual cost of construction on public areas only (such as tax,ways) shall be del~verad by Lessee to Lessor's C~ty Manager from t~me to brae as such costs are paid by Lessee, and Lessor's C~ty Manager ~s hereby authorized to endorse upon a copy of this lease filed w~th the C~ty Secretary of Lessor such actual amounts as he shall have found to have been pa~d by Lessee, and the findings of the C~ty Manager when endorsed by h~m upon said contract shall be conclusive upon all part~es for all purposes of th~s agreement B AI')I-)ITIdNAI ~C)N.e, TRII~TIdN dR IMPRdVFMFNT~ Lessee ~s hereby authorized to construct upon the land herein leased, at his own cost and expense, buildings, hangars, and structures, that Lessor and Lessee mutually agree are necessary for use ~n connection w~th the operations authorized by this lease, prowded however, before commenmng the construction of any ~mprovements upon the premises, Lessee shall submit plans and specifications for approval by Lessor as specified ~n Article VIII A, above C dWNI~RgHIp dF IMPRdVFMFNTR All buildings and ~mprovements constructed upon the premises by Lessee shall remain the property of Lessee unless sa~d property becomes the property of Lessor under the follow~ng conditions, terms and provisions 1 ~aD~aL~uJc~ No building or permanent fixture may be removed from the pram~ses BRIDGES LAND LEASE 10-1 DOC- Page 10 A~um.ntmn All buildings and improvements of whatever nature remaining upon the leased premises at the end of the pnmary term, or any extension thereof, of th~s lease shall automatically become the property of Lessor absolutely ~n fee w~thout any cost to Lessor F~"ld~n0 I ~fA It ~s agreed that the hfe of the building to be constructed by Lessee on the property herein leased is thirty-years (30) ~n~.cdl~tlnn Should this lease be cancelled for any reason before the end of the thirty (30) year expected building life, it is especially understood and agreed that Lessor reserves the right to purchase all buildings, structures and improvements then existing upon the premises by tendenng to Lessee one thirtieth (1/30) of the undepreclated value of such building for each year remaining on the agreed life of such building The undepreclated value of all ~mprovements ts to be determined by having such improvements appraised by three appraisers, one appointed by Lessor, one appointed by Lessee and one appointed by the two appraisers IX SUBROGATION OF MORTGAGEE A Any person, corporation or ~nstltut~on that lends money to Lessee for construcbon of any hangar, structure, building or ~mprovement and retains a security ~nterest m sa~d hangar, structure, budding or ~mprovement shall, upon default of Lessee's obhgabons to said mortgagee, have the nght to enter upon sa~d leased premises and operate or manage sa~d hangar, structure, budding or improvement according to the terms of th~s Agreement, for a period not to exceed the term of the mortgage with Lessee, or until the loan is paid in full, whichever comes first, but m no event Iohger than the term of this lease It ts expressly understood and agreed that the right of the mortgagee referred to here~n is hm~ted and restricted to those ~mprovements constructed with funds borrowed from mortgagee, those ~mprovements 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 lien upon the leasehold in an amount not to exceed eighty-five percent (85%) of the construction cost or current market value of the leasehold ~mprovements 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 faclhbes on the Airport How- ever, any such easements shall not interfere w~th Lessee's use of the leased premises and Lessor shall restore the property to original condition upon the ~nstallatlon of any utility services on, in, over or under any such easement or the conclusion of such BRID~ES LAND LEASE 10-1 DOC- Page 11 construction Construction ~n or at the easement shall be completed w~th~n a reasonable t~me Xl. ASSIGNMENT OF LEASE Lessee expressly covenants that ~t w~ll not assign this lease, convey more than ten percent (10%) of the interest ~n h~s business, through the sale of stock or otherwise, transfer, license, nor sublet the whole or any part of the sa~d pram~ses for any purpose, except for rental of hangar space or t~e-down space, w~thout the written consent of Lessor Lessor agrees that ~t w~ll not unreasonably w~thhold ~ts approval of such sale, sublease, transfer, hcense, or assignment of the fac~l~bes for the a~rport related purposes, prowded however, that no such asstgnment, sublease, transfer, hcense, sale or otherwise shall be approved ~f the rental, fees or payments, received or charged are ~n excess of the rental or fees pa~d by Lessee to Lessor under the terms of this lease, for such port~on of the premises proposed to be assigned, subleased, transferred, hcensed, or otherwise The prowslons of th~s lease shall remain binding upon the assignees, ~f any, of Lessee Xll INSURANCE A RF(31JlRF:r3 INRtlRANCE Lessee shall maintain continuously ~n effect at all times dunng the term of th~s agreement, at Lessee's expense, the following insurance coverage 1 Comprehensive general hab~hty covenng the leased premises, the Lessee or ~ts company, ~ts personnel, and ~ts operations on the airport 2 A~rcraft hab~hty to cover all fl~ght operations of Lessee 3 F~ra and extended coverage for replacement value for all fac~htles used by the Lessee e~ther as a part of th~s agreement or erected by the Lessee subsequent to th~s agreement 4 L~ab~hty ~nsurence hm~ts shall be ~n the following m~mmum amounts Bodtly Injury and Property Damage One M~lhon Dollars ($1,000,000) combined single hmlts on a per occurrence bas~s 5 All pohcles shall name the City of Denton as an add~bonal named ~nsurad and prowde for a m~mmum of thirty-days (30) written notice to the City prior to the effective date of any cancellation or lapse of such pohcy 6 All pohc~es must be approved by the Lessor BRID~ES LAND LEASE 10-1 DOC- Page 12 7 The Lessor shall be provided with a copy of all such pohc~es and renewal certificates Dunng the term of this lease, Lessor here~n reserves the nght to adjust or ~ncrease the hab~hty ~nsurance amounts required of the Lessee, and to require any additional rider, provisions, or certificates of insurance, and Lessee hereby agrees to prowde any such ~nsurance requirements as may be required by Lessor, prowded however, that any requirements shall be commensurate with insurance requirements at other public use a~rports similar to the Denton Municipal A~rport ~n s~ze and m scope of aviation actlwt~es, located ~n the southwestern region of the Umted States Lessee herein agrees to comply with all ~ncreased or adjusted ~nsurance requirements that may be required by the Lessor throughout the onglnal or extended term of th~s lease, ~ncludlng types of insurance and monetary amounts or hm~ts of insurance, and to comply with sa~d insurance requirements within sixty (60) days following the receipt of a notice in wnt~ng from Lessor stating the ~ncreased or adjusted ~nsurance requirements Lessee shall have the nght to maintain in rome both types of insurance and amounts of insurance, which exceed Lessor's m~nlmum ~nsurance requirements In the event that State law should be amended to require types of ~nsurance and/or ~nsurance amounts which exceed those of I~ke or s~m~lar pubhc use a~rports ~n the south- western region of the Un~ted States of Amenca, then ~n such event, Lessor shall have the right to require that Lessee maintain ~n force types of ~nsurance and/or amount of ~nsurance as specified by State law Failure of Lessee to comply w~th the m~n[mum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of th~s Lease XlII CANCELLATION BY LESSOR In the event that Lessee shall file a voluntary petition ~n bankruptcy or proceedings ~n bankruptcy shall be instituted against ~t and Lessee thereafter ~s adjudicated bankrupt pursuant to such proceedings, or any court shall take junsd~ct~on of Lessee and ~ts assets pursuant to proceedings brought under the prows~ons of any Federal reorgamzatlon act, or Lessee shall be d~vestad of ~ts estate here~n by other operation of law, or Lessee shall fa~l to perform, keep and observe any of the terms, covenants, or conditions hereto contained, or on its part to be performed, the Lessor may g~ve Lessee wntten not~ce to correct such condition or cure such default and, ~f any condition or default shall continue for thirty (30) days after the receipt of such not~ce by Lessee, then Lessor may terminate th~s lease by written not~ce to Lessee In the event of default, Lessor has the right to purchase any or all structures on the leased premises under the prows~ons of Section VIII Paragraph C 4 (Cancellation) hereof BRIDGES LAND LEASE 10-1 DOC- Page 13 XlV. CANCELLATION BY LESSEE Lessee may cancel th~s Agreement, in whole or part, and terminate all or any of ~ts obhgatlons hereunder at any time, by thirty-days (30) wntten not~ce, upon or after the happemng of any one of the following events (1) issuance by any court of competent junsd~ctlon of a permanent ~njunctlon ~n any way preventing or restraining the use of sa~d a~rport or,any part thereof for a~rport purposes, (2) the breach by Lessor of any of the covenants or agreements contained hereto and the failure of Lessor to remedy such breach for a period of ninety-days (90) after receipt of a written not~ce of the existence of such breach, (3) the ~nablhty of Lessee to use sa~d premises and faclht~es continuing for a longer period than mnety-days (90) due to any law or any order, rule or regulation of any appropriate governmental authonty having junsdlct~on over the operations of Lessor or due to war, earthquake or other casualty, or (4) the assumption or recapture by the Umted States Government, or any authonzed agency thereof, of the maintenance and operation of said a~rport and faclht~es or any substantial part or parts thereof Upon the happemng of any of the four events hsted ~n the preceding paragraph, such that the leased premises cannot be used for awat~on purposes, then the Lessee may cancel th~s lease as aforesaid, or may elect to continue th~s lease under its terms, except, however, that the use of the leased premises shall not be hm~ted to aviation purposes, their use being only limited by such laws and ordinances as may be applicable at that bme XV. MISCELLANEOUS PROVISIONS A FNTIRF: A~I=I::MI::NT Th~s Agreement constitutes the entire understanding between the parties and as of its effective date supersedes all prior or ~ndependent Agreements between the parties covenng the subject matter hereof Any change or modification hereof shall be ~n wntlng s~gned by both part~es B RINF')IN~ F:FFI=~T All covenants, stipulations and agreements herein shall extend to, bind and ~nure to the benefit of the legal representatives, successors and assigns,of the respective part~es hereto C .~I::VFRARII ITY If a prows~on hereof shall be finally declared void or ~llegal by any court or admimstrat~ve agency hawng junsd~ctlon, the entire Agreement shall not be void, but the remaining prowslons shall continue in effect as nearly as possible ~n accordance with the ong~nal ~ntent of the part~es D, [~JCE Any not~ce g~ven by one party to the other ~n connecbon w~th th~s agreement shall be ~n writing and shall be sent by registered mall, return receipt requested, w~th postage and registration fees prepaid as follows I If to Lessor, addressed to City Manager BRIDGES LAND LEAS~ 10-1 DOC- Page 14 City of Denton 215 E McKinney Street Denton, Texas 76201 2 If to Lessee, addressed to Mr PauIJ Bndges 2105 Acom Bend Denton, Texas 76210 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt E t:IEADINGS The headings used ~n th~s Agreement are intended for convemence of reference only and do not define or hm~t the scope or meaning of any prowslon of this Agreement F ~c)V;=RklIN~ I AW Th~s Agreement ~s to be construed ~n accordance w~th the laws of the State of Texas G ~MFi'31ATIC)N Prior to ~nst~tubng suit ~n a court of competent jurisdiction, the part~es shall, ~n good faith attempt to settle any controversy or claim by any party hereto arising out of or relating to th~s Agreement by mediation m accordance w~th the laws and rules, then obta~mng, of the State of Texas and the State Bar of Texas H , NC) WAIVPR No waNer by Lessor or Lessee of any default or breach of covenant or term of th~s lease may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of th~s Agreement I INI')I:PFNI')I=NT ~C)NTRA~.TC)R Dunng all braes that th~s Lease ~s ~n effect, the pames agree that Lessee ~s and shall be deemed to be an ~ndependent contractor and operator and not an agent or employee of the Lessor with respect to their acts or omms~ons hereunder For all the purposes hereunder, Lessee ~s and shall be deemed an ~ndeper)dent contractor and ~t is mutually agreed that nothing contained herein shall be deemed or construed to constitute a partnership or joint venture between the parties IN WITNESS WHEREOF, the part~es have executed this Agreement as of the day and year first above written CITY OF DENTON, TEXAS, LESSOR BY MIC~ ~ N CI MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the l ~r'~day of 2001 by Lessee NOTARY PUBLIC M ~ ~ STATE OF TE~S ~ ~O~Y PUBLIC, STATE OF TE~S My Commission Expires ~_~)-~ BRIDGES I~AND LEASE 10-1 DOC- Page 16 "ATTACHMENT A" DSSCRI°TION 0 06 ACRE S 88'55'12" E --e LOttO , \o o \% o ~Ei~N ETH A~LLIN, 1" = 50' ~ LOCKHEA~ LANE (Posted) ~ ~ I/2" IRF ~ent 1/2" IRF Bent~ T~ ~ - Os,.~7'w~,~- 9'17"E 62 00' ,~s, ~ "ATTACHMENT B" DESCRIPTION 0 06 ACRE LOT 10 FIELD NOTES to al~ that certam lot tract or parcel o~land sduated in the WILLIAM NElL Sur~ e~ Abstract Number 970 City of Denton Denton Coanty Texas and being a pair of Lot ~ Block 1 of SOutheast A~rport Adddlon an Addition an Adddmn to the Cd~ of Denton Denton County Texas as recorded m Caomet C ~age 2~5 of THENCE No~h 88 Degrees 19 MJnmes 17 Seconds West with the South hne of the hereto descnbed tract e dmmnce of 62 00 to a 1/2 tach capped iron rod found for THENCE No~h 01 Degrees 19 Mmutes 29 Se~nds East with the East line of smd lot 9 passmg at dmtance of 7 72 feet a bent 1/2 ~nch ~pped iron rod found and THIS SURVEY HAS BEEN PREPARED WiTH THE EXCEPTION OF A TITLE REPORT OR SCHEDULE A & B. FLOOD S~ATEMENT I have examm~d the F E M A Flood Insurance Rate Map for Den on County Texas Commundy Number 480774 effective date 03 3~98 and of smd map LEGEND /g9'2, ,2 00' ?s/cop...... .RE --2--" WOOD : ~ ~ KRUg, TX 76~49 o (940)~82-67~3 ~ , , ~OB NUMBER 2 00' ms/cop ; D~AWN BY RB  CnBCKBg BY KAZ lANCE DATE 9-27-01 ..... · ' REV[SI0NS ./~7/m A~.~d URVEYING