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1999-054AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND DOUGLAS C WEYER TO LEASE CERTAIN PREMISES OF THE MUNICIPAL AIRPORT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING OFFICE AND HANGAR FACILITIES THEREON, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS ~ That the C~ty Manager xs authorized to execute an mrport lease agreement between the City of Denton, Texas and Douglas C Weyer, to lease certmn premises of the Mumcxpal Airport for the purposes of and constructing and maxntmmng an office and hangar factht~es thereon, under the terms and cond~txons contmned w~th~n th~s Agreement, which ~s attached hereto and made a part hereof ~ That th~s ordinance shall become effechve ~mmedmtely upon ~ts passage and approval PASSED AND APPROVED flus the /b ~ day of ~ , 1999 JAylLLER, MAYOR ATTEST' JENNIFER WALTERS, CITY SECRETARY APPRO~D AS TO LE-GAL FORM HERBERT L PROUTY, CITY ATTORNEY AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § Thls lease is made and executed this /~ day of ~ 1999, at Denton, Texas, by and between the City of Denton,:xas. - -Texas,~_/ - a municipal corporation, hereinafter referred to as "Lessor", ar~ Douglas C Weyer, having his principal offices at P 0 Box 1322, Lake Dallas, Texas 75065, hereinafter referred to as "Lessee" WITNESSETH: WHEREAS, Lessor now owns, controls and operates the Municipal A~rport (Airport) in the City of Denton, County of Denton, State of Texas, and WHEREAS, Lessee desires to lease certain premises on said airport 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 in 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 r~ght to conduct aeronautical 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 basis to all users thereof, and 2 To charge fair, reasonable and not unjustly discriminatory 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 Page 1 of 18 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 origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, 3 Lessee shall use the premises ~n compliance w~th all other requirements imposed by or 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 - Effectual of Tltle 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 r~ght 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 ~ts own regular employees (~nclud~ng, but not limited to, maintenance and repair) that it may choose to perform D NON-EXCLUSIVE RIGHT It ~s 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 a~rport as it sees f~t, regardless of the desires or views of Lessee, and without interference or h~ndrance 2 Lessor shall be obligated to maintain and keep in good repair the landing area of the a~rport and all publicly owned facilities of the airport, together with the right to direct and control all activities of Lessee ~n th~s regard 3 During 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 military or naval use, and, if such lease is executed, the Page 2 of 18 provlsaons of thas anstrument ansofar as they are anconsastent with the provaslons of the lease to the Government, shall be suspended 4 Lessor reserves the raght to take any actaon at consaders necessary to protect the aeraal approaches of the airport against obstruction, together wath the right to prevent Lessee from erectang, or permattang to be erected, any bualdlng or other structure on or adjacent to the aarport whach, an the opanaon of Lessor, would lamat the usefulness or safety of the aarport or constitute a hazard to aarcraft or to aarcraft navigataon 5 Thas Lease shall be subordanate to the provaslons of any exastang or future agreement between Lessor and the Unated States or agency thereof, relatave to the operataon or maantenance of the aarport II. LEASED PREMISES Lessor, for and an consaderatlon of the covenants and agreements herean contaaned, to be kept by Lessee, does hereby demase and lease unto Lessee, and Lessee does hereby hare and take from Lessor, the followang described land satuated an Denton County, Texas A LAND A tract of land, beang approxamately 15,235 square feet, or 0 350 acres, drawn and outlined on Attachment "A" as Tract A, and legally described in Attachment "B", such attachments beang ancorporated herean by reference Together wath the raght of angress and egress to saad proper- ty, and the right an common wath others so authorazed of passage upon the Aarport property generally, subject to reasonable regulataons by the Caty of Denton and such raghts shall extend to Lessee's employees, passengers, patrons and lnvltees For purposes of thas agreement, the term "Premases" shall mean all property located within the metes and bounds descrabed and ldentafled wathln Attachment "B", ancludang leasehold improvements constructed by the Lessee, but not lncludang certaan easements or property owned and/or controlled by the Lessor B IMPROVEMENTS PROVIDED BY LESSOR Lessor agrees to provade, at Lessor's sole cost and expense, pavement rehabalatatlon of ~Taxaway J2" Rehabll~tataon shall consast of at least two (2) anches of asphalt overlay For the purpose of thas Agreement, the term "Lessor amprove- ments" shall mean those thangs on or adjacent to the Premases belonging to, constructed by, or to be constructed by the Lessor, which enhance or ancrease, the value or qualaty of the leased land Page 3 of 18 or property Unless otherwise noted herein, all Lessor improvements are and wall remain the property of Lessor All Lessor improvements must be described in detail above, or above referenced and attached to this Agreement in an exhibit approved by Lessor C IMPROVEMENTS PROVIDED BY LESSEE On said lot, Lessee shall construct a T-hangar and office facility not less than 13,000 square feet with taxlway access (stubs) and appropriate culverts or drainage as required by City ordinances in the utility right of way north and south of the proposed hangar as well as other mmprovements as shown on the site plan attached hereto and made a part hereof for all purposes and identified as Attachment "D" Lessee shall also construct an access taxlway, north of the proposed T-hangar, connecting the development to Taxlway J Said taxlway shall be constructed of concrete and meet a weight bearing capacity of at least 15,000 pounds Lessor agrees that Lessee may deny access to the proposed taxlway Lessee constructs pursuant to this Lease to the tenants, their lnvltees, and customers (tenants), of the property directly across from Lessee's tracts under this Lease However, Lessee shall provide access to the taxlway being constructed per this lease to the tenant(s) across from Lessee's tract ~f such tenants agree to pay to Lessee an assessment for use of such taxlway in the amount of 50% of the certified costs (as mutually determined by Lessee and Lessor after completion of taxlway improvements and including Interest on such costs) of the construction of such taxlway based on a front footage charge as used in City of Denton Street Paving Pro3ects D EASEMENTS Lessor and Lessee by mutual agreement may establish, on the leased premises, easements for public access on roads and tax,ways E ACCESS TO UTILITIES Lessor represents that there are water and 3-phase electricity lines within three hundred feet (300') of the leased premises available to "tap-in" by Lessee, and that the same are sufficient for usual and customary service on the leased premises III. TERM The term of this Agreement shall be for a period of thirty (30) years, commencing on the 15th day of February, 1999, and continuing through the 14~n day of February, 2029, unless earlier terminated under the provisions of the Agreement Any attempt by Lessee to renegot~ate this Lease shall be ~n writing addressed to the City Manager at least one hundred eighty (180) days before the expiration of the stated term of this lease, and at least 180 days before the expiration of any additional renegotlated period Lessee has the option to renew for two (2) additional ten (10) Page 4 of 18 year terms The rental and terms to be negotiated shall be reasonable and consistent with the then value, rentals and terms of slm~lar property on the a~rport IV. PAlmiSTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for this 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 eight cents ($0 08) per square foot per year, for a total of $1,218 80 per year and shall be due and payable ~n twelve (12) equal monthly ~nstallments ~n the sum in advance, on or before the 15th day of each and every month during the term of this agreement Lessee may have the option to pay annual rentals and fees in whole on or before the 1Bth day of October each and every year of th~s lease Notw~thstandlng 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 with Article II(D) B LESSOR IMPROVEMENTS RENTALS NONE There are no Lessor Improvements on the leased premises c PAYMENT~ PENALTY~ ADJUSTMENTS All payments due Lessor from Lessee shall be made to Lessor at the offices of the Finance Department of the C~ty of Denton, Accounts Receivable, 215 E McKlnney, Denton, Texas, unless otherwise designated in writing by the Lessor If payments are not received on or before the 15th, a five (5) percent penalty w~ll be due as of the 16th If payments are not received by the 1st of the subsequent month, an additional penalty of one (1) percent of the unpaid rental/fee amount will be due A one (1) percent charge will be added on the 1st of each subsequent month until the unpaid rental/fee payment is made Failure to pay the rent or penalty amounts on delinquent rent shall constltute an event of default of th~s lease The yearly rental for land and ~mprovements here~n leased shall be readjusted at the end of each one (1) year period during the term of this lease on the basls of the proportion that the then current Un,ted States Consumer Price Index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region, as compiled by the U S Department of Labor, Bureau of Labor Statistics bears to the applicable index at the executlon of this lease The original land rental amount is based upon the formulae set forth in Section IV A for the land herein leased Each rental ad3ustment, if any, shall occur on the 15th day of February, beginning 2000, and every year thereafter on such date The ad]ustments in the yearly rent shall be determIned by Page 5 of 18 multiplying the minimum yearly rent as set forth in Section IV A by a fraction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of this lease If the product of this multiplication is greater than the minimum yearly rent as set forth ~n Section IV A , Lessee shall pay this greater amount as the yearly rent until the time of the next rental adjustment as called for in this section If the product of this multlpllcataon as less than the mlnlmum yearly rent of as set forth in Section IV A , there shall be no ad3ustment an 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 sectaon In no event shall any rental ad3ustment called for an this section result in an annual rent less than the previous year's annual rent The adjustment shall be llmated so that the annual rental payment determaned for any gaven year shall not exceed the annual rental payment calculated for the previous year by more than ten (10) 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 dlscontanued 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 ~ndex 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 City Average are dlscontanued durang 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 usang 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- exclusave 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 Page 6 of 18 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 sublessee's aircraft and aviation related equipment and supplies upon or w~thln the leased premises Lessee, h~s tenants and sublessees shall not be authorized to conduct any services not specifically listed ~n this agreement The use of the leased premises of Lessee, his tenants or sublessees shall be limited to only those private, commercIal, retail or ~ndustrlal actlvlt~es having to do w~th or related to airports and aviation No person, bus~ness or corporation may operate a commercial, retail or Industrial business upon the premises of Lessee or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or industrial activity The Lessor shall not unreasonably withhold authormzatlon to conduct aeronautical or related services B STANDARDS Lessee shall meet or exceed the following standards 1 Address Lessee shall f~le w~th the Airport Manager and keep current his mailing addresses, telephone numbers and contacts where he can be reached in an emergency 2 List Lessee shall file with the Airport Manager and ke--~current a list of h~s tenants and sublessees 3 Conduct Lessee shall contractually require h~s employees and sublessees (and sublessee's lnvltees) to abide by the terms of this agreement Lessee shall promptly enforce h~s contractual rights in the event of a default of such covenants 4 Utllltles~ Taxes and Fees Lessee shall meet all expen- ses and payments in connection w~th the use of the Premi- ses and the rights and privileges herein granted, including the timely payment of utilities, taxes, permit fees, license fees and assessments lawfully levied or assessed 5 Laws Lessee shall comply with all current and future federal, state and local laws, rules and regulations which may apply to the conduct of business contemplated, ~ncludlng rules, regulations and ordinances promulgated by Lessor, and Lessee shall keep ~n effect and post in a prominent place all necessary and/or required licenses or permits 6 Maintenance of Property Lessee shall be responsible for Page 7 of 18 the mamntenance, repamr and upkeep of all property, bumldlngs, structures and mmprovements, ~ncludmng the mowmng or elmmmnatmon of grass and other vegetatmon on the Premmses, and shall keep samd Premmses neat, clean and mn respectable condmtmon, free from any ob]ectmonable matter or thmng Lessee shall be responsmble for the mamntenance of all new hangar taxmway stubs, connectmng the Hangar to Taxmway J2 on the south and the proposed publmc taxmway located north of the T-hangar development Lessee agrees not to utmlmze or permmt others to utmlmze areas on the leased premmses whmch are located on the outsmde of any hangar or bumldmng for the storage of wrecked or permanently dmsabled amrcraft, amrcraft parts, automobmles, vehmcles of any type, or any other equmpment or mtems whmch would dmstract from the appearance of the leased premmses Lessee agrees that at no tmme shall the leased premmses be used for a flea market type sales operatmon 7 Pamntmn~ of Bumldmn~s Durmng the ormgmnal term of thms Lease and during each extensmon, Lessor shall have the rmght to requmre, not more than once every fmve years, that the metal extermor of hangar(s) or bumldmng(s) located on the premmses be revmewed by the Amrport Advmsory Board for the purpose of determmnmng whether pamntmng of the extermors of such bumldmngs or hangars ms necessary If the Amrport Advmsory Board determmnes pamntmng ms necessary, at shall furnmsh a recommendatmon to thms effect to the Cmty Councml The Councml, may, upon the Board's recommendatmon, requmre Lessee to repamnt samd extermors accordmng to Lessors specmfmcatmons (to specmfy color of pamnt, qualmty of workmanshmp and the year and month mn whmch the hangar(s) or bumldmng(s) are to be pamnted, mf needed ) Lessee shall complete the pamntmng an accordance wmth such specmfmcatmons wmthmn one (1) year of recempt of notice from lessor Lessee agrees to pay all costs and expense mnvolved mn the hangar or bulldmng pamntmng process Famlure of Lessee to complete the pamntmng requmred by Lessor's Cmty Councml wmthmn one (1) year permod shall constmtute Lessee's default under thms Lease 8 Unauthormzed use of ~remmses Lessee may not use any of the leased land or premmses for the operatmon of a motel, hotel, restaurant, prmvate club or bar, apartment house, or for mndustrmal, commercial or retaml purposes, except as authormzed heremn 9 Dwellmn~s It Ks expressly understood and agreed that no permanent dwellmng or dommcmle may be bumlt, moved to or establmshed on or wmthmn the leased premmses nor may Page 8 of 18 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 wear and tear excepted 11 Mold Marmless Lessee shall indemnify and hold harmless Lessor from and against all loss and damages, including death, personal injury, loss of property or other damages, arising or resulting from the operation of Lessee's business in and upon the leased premises 12 Chemicals Lessee agrees to properly store, collect and dispose of all chemicals and chemical residues, to properly store, confine, collect and dispose of all paznt, including palnt spray in the atmosphere, and paint products, and to comply with all Local, State and Federal regulations governing the storage, handling or disposal of such chemicals and paints 13 Hazardous Activities Should Lessee violate any law, rule, restriction or regulation of the City of Denton or the Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navigational aid station or device, whether airborne or on the ground, then Lessor shall state such violation in writing and deliver written notice to Lessee or Lessee's agent on the leased premises, or to the person(s) on the leased premises who are causing said violation(s), and upon delivery of such written notice, Lessor shall have the right to demand that the person(s) responsible for the violation(s) cease and desist from all such activity creating the v~olatlon(s) In such event, Lessor shall have the right to demand that corrective action, as required, be commenced immediately to restore the leased premises into conformance with the particular law, rule or aeronautical regulation being violated Should Lessee, Lessee's agent, or the person(s) responsible for the violation(s) fall to cease and desist from said violation(s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty-four (24) hours following written notification, then Lessor shall have the right to enter onto the leased premises and correct the violation(s), and Lessor shall not be responsible for Page 9 of 18 any damages incurred to any improvements on the leased premises as a result of the corrective action process D SIGNS During the term of this Agreement, Lessee shall have theft, at its own expense, to place in or on the leased Premises signs identifying Lessee Said signs shall be of a size, shape and design, and at a location or locations, approved by the Lessor and in conformance with any overall directional graphics or sign program established by Lessor for the Airport Lessor's approval shall not be withheld unreasonably Said signs shall be malnta~ned ~n good repair throughout the term of this agreement Notwlthstand~ng any other provision of this agreement, said s~gns 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 extenszons 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 en3oy 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 Munlc~pal 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 adjoining 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 ad]olnlng 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 w~th the foregoing VII. SPECIA~ CONDITIONS It ~s expressly understood and agreed by and between Lessor and Lessee that this lease agreement is subject to the following special terms and cond~tlons A RUNWAYS AND TAXIWAYS That because of the present sixty thousand (60,000) pound continuous use weight bearing capacity of the r~nway and certain tax,ways of the Airport, Lessee here~n agrees to limit all aeronautical activity including landing, take- off and taxiing, to aircraft having an actual weight, including Page 10 of 18 the weight of its fuel, of sixty thousand (60,000) pounds or less, until such time that the runway and designated taxlways on the Airport have been improved to handle aircraft of such excessive weights Additionally, the weight bearing capacity of the access taxlway adjacent to the leased premises is fifteen (15) thousand (15,000) pounds It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be ad3usted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate "Aeronautical Activity" referred to in this clause shall include that actlvlty of the Lessee or its agents or subcontractors, and Its customers and lnvltees, but shall not include those activities over which it 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 sectzon shall be sufficient to cause the immediate termlnatlon of this entzre Agreement and subject Lessee to llabllzty 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, specifications, 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 in conformance with the overall size, shape, color, quality and design, in appearance and structure of the program established by Lessor on the Airport 2 Ail plans and specifications showing the location upon the premises of the proposed construction, 3 The estimated cost of such construction No construction may commence until Lessor, acting by its City Council, has approved the plans and specifications and the location of the improvements, the estimated costs of such construction and the agreed estimated life of the building or structure Approval by the City Council shall not be unreasonably withheld, should the Council 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 public areas only (such as taxlways) shall be delivered by Lessee to Lessor's City Manager from time to time as such costs are paid by Lessee, and Lessor's City Manager is hereby authorized to 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 City Manager when endorsed by him upon said contract shall be conclusive upon all parties for all page 11 of 18 purposes of thms agreement B ADDITIONAL CONSTRUCTION OR IMPROVEMENTS Lessee ms hereby authorized to construct upon the land herein leased, at hms own cost and expense, bumldmngs, hangars, and structures, that Lessor and Lessee mutually agree are necessary or desmrable for use mn connection wmth the operatmons authormzed by thms lease, provmded however, before commencmng the construction of any mmprovements upon the premmses, Lessee shall submmt plans and specmflcatmons for approval by Lessor as specmfmed mn Article VIII A , above C OWNERSHIP OF IMPROVEMENTS All bumldmngs and mmprovements constructed upon the premises by Lessee shall remamn the property of Lessee unless said property becomes the property of Lessor under the followmng condltmons, terms and provmsmons 1 Removal of Bumldmn~s No bumldmng or permanent fmxture may be removed from the premmses 2 Assumptmon All bumldmngs and mmprovements of whatever nature remamnmng upon the leased premmses at the end of the prmmary term, or any extensmon thereof, of thms lease shall automatmcally become the property of Lessor absolutely mn fee without any cost to Lessor 3 Bumldln~ Lmfe It ms agreed that the l~fe of the building to be constructed by Lessee on the property hereln leased ms thirty (30) years 4 Cancellatmon Should thms lease be cancelled for any reason before the end of the thmrty (30) year expected bumldlng lmfe, mt ms especially understood and agreed that Lessor reserves the rmght to purchase all bumldmngs, structures and improvements then exmstmng upon the premmses by tendermng to Lessee one thmrtmeth (1/30) of the undepreclated value of such bumldmng for each year remamnlng on the agreed lmfe of such bumldmng The undeprecmated value of all mmprovements ms to be determined by havmng such mmprovements appramsed by three appramsers, one appomnted by Lessor, one appomnted by Lessee and one appomnted by the two appramsers IX. SUBROGATION OF MORTGAGEE A Any person, corporatmon or mnstmtutmon that lends money to Lessee for construction of any hangar, structure, bumldmng or improvement and retamns a securmty mnterest mn samd hangar, structure, bumldmng or improvement shall, upon default of Lessee's oblmgatmons to samd mortgagee, have the rmght to enter upon samd leased premises and operate or manage said hangar, Page 12 of 18 structure, bulldln9 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, whichever comes first, but in no event longer than the term of this lease It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgagee, 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 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 airport property or for the construction of public facilities on the Airport However, any such easements shall not ~nterfere 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 will not assign this lease, convey more than ten percent (10%) of the interest in his business, through the sale of stock or otherwise, transfer, license, nor sublet the whole or any part of the said premises for any purpose, except for rental of hangar space or tie-down space, without the written consent of Lessor Lessor agrees that it will not unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for the airport related purposes, provided however, that no such assignment, sublease, transfer, license, sale or otherwise shall be approved · f the rental, fees or payments, 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 an effect at all times during the term of th~s agreement, at Page 13 of 18 Lessee's expense, the following insurance coverage 1 Comprehensive general liability covering the leased premlses, the Lessee or its company, its personnel, and · ts operations on the airport 2 A~rcraft liability to cover all flight operations of Lessee 3 Fire and extended coverage for replacement value for all facilities used by the Lessee elther as a part of this agreement or erected by the Lessee subsequent to th~s agreement 4 L~ablllty insurance limits shall be in the following m~nlmum amounts Bodily Injury and Property Damage One M~lllon Dollars ($1,000,000) combined single limits on a per occurrence basis 5 All policies shall name the City of Denton as an additional named ~nsured and provide for a mlnlmum of thirty (30) days written notice to the C~ty prior to the effective date of any cancellation or lapse of such policy 6 All pol~cles must be approved by the Lessor 7 The Lessor shall be provided with a copy of all such policies and renewal certificates During the term of this lease, Lessor herein reserves the right to adjust or 1ncrease the liability insurance amounts required of the Lessee, and to require any additional rider, provisions, or certificates of Insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor; provided however, that any requirements shall be commensu- rate with insurance requlrements at other public use airports similar to the Denton Municipal A~rport in s~ze and in scope of aviation actlvltles, located in the southwestern region of the United States Lessee here~n agrees to comply with all increased or adjusted insurance requirements that may be required by the Lessor throughout the original or extended term of this lease, including types of insurance and monetary amounts or limits of insurance, and to comply w~th sa~d 1nsurance requirements w~thln sixty (60) days following the receipt of a notice in writing from Lessor stating the increased or adjusted insurance requirements Lessee shall have the r~ght to maintain 1n force both types of insurance and amounts of insurance which exceed Lessor's minimum insurance requirements Page 14 of 18 In the event that State law should be amended to require types of insurance and/or insurance amounts which exceed those of like or similar public use airports in the southwestern region of the 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 adjudicated bankrupt pursuant to such proceedings, or any court shall take ~urlsdictlon of Lessee and 1ts assets pursuant to proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be divested of 1ts estate herein by other operation of law, or Lessee shall fail to perform, keep and observe any of the terms, covenants, or conditions herein contained, or on its part to be performed, the Lessor may give Lessee written notice 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 right 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 terminate all or any of its obligations hereunder at any time, by thirty (30) days written notice, upon or after the happening of any one of the following events (1) issuance by any court of competent jurisdiction of a permanent in]unction 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 ]urlsdlctlon 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 Page 15 of 18 thereof Upon the happening of any of the four events listed mn the preceding paragraph, such that the leased premises cannot be used for aviation purposes, then the Lessee may cancel this lease as aforesamd, or may elect to continue this lease under its terms, except, however, that the use of the leased premises shall not be limited to avlatlon purposes, their use being only limited by such laws and ordinances as may be applicable at that time XV. MISCZLLANEOUS 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 EFFECT All 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 jurlsdmctlon, the entire Agreement shall not be void, but the remaznlng provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties D NOTICE Any notice given by one party to the other in connection ~-~h this agreement shall be in writing and shall be sent by registered mall, return receipt requested, with postage and regzstratmon 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 Douglas C Weyer P O Box 1322 Lake Dallas, TX 75065 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt page 16 of 18 E HEADINGS The headings used in this Agreement are lntended for convenlence of reference only and do not define or llmlt the scope or meaning of any provlslon of thls Agreement F GOVERNING LAW Thls Agreement is to be construed accordance with the laws of the State of Texas G MEDIATION The parties may agree to settle any d~sputes under this lease by submitting the d~spute to mediation or other means of alternate d~spute resolution No medlatzon or alternate d~spute resolutzon, arising out of or relating to th~s lease, ~nvolvzng one party's disagreement may include the other party to the d~sagreement w~thout the other's approval H NO WAIVER No waiver 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 INDEPENDENT CONTRACTOR During all times that th~s Lease · s ~n effect, the parties agree that Lessee is and shall be deemed to be an ~ndependent contractor and operator and not an agent or employee of the Lessor wmth respect to their acts or omissions hereunder For all the purposes hereunder, Lessee ~s and shall be deemed an lndependent contractor and ~t ~s mutually agreed that nothing contained herezn shall be deemed or construed to constitute a partnership or joint venture between the part~es IN WITNESS WHEREOF, the part~es have executed this Agreement as of the day and year first above written CITY OF DENTON, TEXAS LESSOR JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY Page 17 of 18 THE STATE OF TEXAS § COUNTY OF DENTON Thls instrument was acknowledged before me on the ~day of ~ STATE OF TE~S ~ My qomm~slon Exes [ ~C0mm~n Expir. 3-2 I-2~2] Page 18 of 18 / ATTACHMENT "A" 55 O0 q [-- 0 ROAD ATTACHMENT "B" Cd~ of O~nto~, De. ton Cou~ Texo~ o~d being o porho~ of ~o~ ~ B/oc~ ~ of o J tnch dtsk tot fh~ northwest corner of sold ~ot l. ~ENCE South 88 degrees .16 mtnufe~ I0 seconds &Dst. o dtslonce of I85 76 feet to o 3 , tnch d~sk for on el~ co~er of sold lot t I, o dtsfance of 27013 fe~t lo o pomf so~d poinf be/n~ North Ol degrees 23 m~ul~s 50 seconds East. o distance of 54,"30 ftal ~om th~ southernmost southwest comer o/ ~ot I, ~ENCE Soul~ 88 de~re~s 36 minutes I0 s~conds East over and across sold ~ot 1. o dlslanc~ of 325 O0 feet to ~n ~roo rod ~et for lhe PO/NT O/ 8E~NNINC some bern9 ~EK~ conftnu/n~ ov~r and across sold ~ot ~ the [o#owln9 coils Souf~ 88 degrees ~6 tamales tO seconds East o d/slonc~ o/ ~7700 ~o on ~on rod set for the northeast co~et o/ fh~ hereto d~scttbed froot, South OI degrees ~ mmofes 50 seconds W~st o d/stance of 55 O0 f~et ~o on rod set for fh~ southeast co~et of the her~m d~scr~d Norfh 88 deqr~s ~6 minutes tO seconds JYes~ o d~stonce of 277 O0 f~et fo an iron rod set for the southwest com~t o/ fh~ h~r~m described frocf, Norlh Oi deEre~s 2J mmutes 50 seconds ~ost, o d~stonce of 5500 feet ~o th~ POIN? OF BEGINNING and confom~n9 0 350 acres or ~5,2J5 square /~ef of/and mor~ or /ess and bern9 sub.cf to any and o# ~os~en~s that may off~cf fLOOD NO1[ IT IS UY OPINION ILIA! ~IIE PROPERLY DESCRtDED HEREIn_. __IS NO_~_ .... WlI~IIN A SPEC~L FLOOD HAZARD ~E~ ACCORDING 10 IHE FEDERAL EMERGENCY U,UIAGEMEN! AGENCY ROOD INSUI~CE PA[[ M~, COM~IUNlly-P~EL NO qDOn~4 o,155 E PRESENI' EVFECI'IV[ DAlE OF ~ _A_P_~/./. 2, ._/.e_97._~___, HEREIN PROPERLY $1~AIED WllttlN ZONE _____X_('UNS'HAOEO.) ..... PART C PROPOSAL CONTRACTOR Calvert pavxng corporation DATE Aprzl 16,1999 P 0 Box 268 Denton,TX 76202 PAGE 1 OF 2 ----~ SECTION I - PAVING IMPROVEMENTS ITEM DESCRIPTION QTY. UNIT COST/UNIT TOTAL COST 1 SubgradePreparatlon 1,945 SY 3 oo 5,835 oo 2 ' Hydrated Lime (6%) 33 1 TON 100 00 3,310 00 3 5" 3600 psi Relnf Concrete 1,885 SY 27 00,// 50,895 00 Pavement 4 Seeding 1 AC 500 00 /'~5N._® ~ b 5 Street Bamcades 1 LS 500 00 500.00 ~ TOTAL $61,040 00, SECTION I CONTRACTOR' Calvert Pavxng Corporatxon DATE 4/16/99 P 0 Box 268 Denton,TX 76202 PAGE 2 OF 2~ SECTION II - STORM DRAINAGE IMPROVEMENTS ITEM DESCRIPTION QTY UNIT COSTfUNIT TOTAL COST I I8"RCP 40 LF 30 00 1,200 00 2 V-BottomFlum¢ 5578 SY 30 00 1,673 40 TOTAL , SECTION H $2,873 40 BID SUMMARY TOTAL SECTION I $ 61,040 00 TOTAL SECTION II $ 2,873 40 2 Year, 100% Maintenance Bond $ 2,0oo oo