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SubleaseAgreementforAirMedicalGroupHoldings,Inc.ɋ
OrdinanceNo.201633911/01/16JR
Denton Med Trans, LLC
AN ORDINANCE AUTHORIZING' OR HIS DESIGNEE TO
EXECUTE ON BEHALF OF THE CITY OF DENTON A COMMERCIAL OPERATOR
AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON MED TRANS, LLC FOR THE PROPERTY LOCATED AT 2200 WESTCOURT
ROAD; AND PROVIDING AN EFFECTIVE DATE.
SECTION 1. The City Manager or his designee is hereby authorized to execute an airport
lease agreement for commercial operator between the City of Denton, Texas and Denton Med
Trans, LLC in substantially the form of the Airport Lease Agreement which is attached to and
made a part of this ordinance for all purposes.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 1st day of November, I .
"15 WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: -
APPRO D AS `1 LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
This Lease Agreement (the "Lease Agreement" or "Agreement") is made and
executed to be effective as of the 1st day of November, 2016 (the "Effective Date") at
Denton, Texas, by and between the City of Denton, Texas, a municipal corporation,
hereinafter referred to as "Lessor", and Denton Med Trans, LLC, a Texas limited liability
company, hereinafter referred to as "Lessee".
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Denton Enterprise Airport
(the "Airport") in the City of Denton, County of Denton, State of Texas; and
WHEREAS, Lessee desires to lease certain premises at the Airport known as 2200
Westcourt Road and construct, operate and maintain an aircraft hangar and related aviation
facilities thereon;
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained in this Agreement, the parties agree as follows:
I- . . .............. P
A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical and related
activities for furnishing services to the public is granted to Lessee subject to the terms hereof
and to Lessee agreeing:
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 itself, its personal representatives,
successors, and assigns, as a part of the consideration hereof, does hereby covenant and
agree as a covenant running with the land that:
L 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
furnishing 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 in compliance with 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 - Effectuation 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
.......... __ - – — INDIVIDUALS
by Lessee that no right or privilege has been granted in this Agreement 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 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. §40103.
E. PUBLIC AREAS.
"Public Areas" or "Public Area" is that portion of the Airport, which is now or
hereafter considered by the FAA, TxDOT, the City of Denton, or any other regulatory
agency with oversight of the Airport to be the obligation and responsibility of the Lessor to
operate and maintain for the common use and benefit of the general aviation public. The
Airport Public Area includes, without limitation, any air navigation facility or structure
designed and intended to serve the general public not specifically subject to an exclusive use
agreement such as a lease agreement, license or permit. The Airport Public Areas include
all runways, taxiways and other common -use paved, graveled or turfed areas and their
respective protection zones, safety areas and/or object free areas; any other facility or
facilities at the Airport that are eligible for federal or state grants or subsidies awarded on the
basis of their serving the benefit of the public (including runways, taxiways, vehicle streets
and alleys, public aircraft aprons/tarmac, vehicle parking areas, and drainage structures);
field lighting and associated beacon and lighted wind and landing direction indicators;
security, fire, and emergency medical facilities; directional signs; and perimeter or restricted
access fences. Generally, the Public Area is the total area and facilities of the Airport
exclusive of all non-public airport facilities, and may vary from time to time depending on
the total land comprising the Airport and the change of land use at the Airport.
F. LESSOR AND TI IIID PARTY RIGHTS.
................
1. Lessor reserves the right to further develop or improve the Public Area of the
Airport and any other property at the Airport not part of the Leased Premises
as it sees fit, regardless of the desires or views of Lessee, and without
interference or hindrance.
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 2
2. Lessor shall be obligated to maintain and keep in good repair the Public
Area, 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 Public Area or any part thereof to the United States Government for
military or naval use, and, if such lease is executed, the provisions of this
instrument insofar as they are inconsistent with the provisions of the Lease
Agreement to the Government, shall be suspended.
4. Lessor reserves the right to take any action it considers necessary to protect
the aerial approaches of the Airport against obstruction, together with the
right to prevent Lessee from erecting, or permitting to be erected, any
building or other structure on or adjacent to the Airport which, in the opinion
of Lessor, would limit the usefulness or safety of the Airport or constitute a
hazard to aircraft or to aircraft navigation. The Lessee Improvements as
currently contemplated in Section 11.1). do not violate this provision.
5. This Lease Agreement shall be subordinate to the provisions of any
existing or future agreement between Lessor and the United States or
agency thereof, relative to the operation or maintenance of the Airport.
Provided, however, any such agreement shall be required to provide that
(i) the United States recognizes this Lease Agreement and shall not
disaffirm it, except in the event of a declared national or regional
emergency; (ii) Lessee shall be entitled to use and occupy the Leased
Premises and use the Public Areas in accordance with the terms of the
Lease Agreement; (iii) Lessee shall be entitled to all of its rights under the
Lease Agreement; and (iv) Lessee's possession of the Leased Premises
shall not be disturbed by any such agreement, except in the event of a
declared national or regional emergency.
6. This Lease Agreement is given and entered into and subject to all laws,
ordinances, statutes, rules, regulations, directives, permits, or standards of
any governmental authority, entity, or agency (including, without limitation,
the City of Denton, Texas, the State of Texas, the Federal Aviation
Administration, and the Texas Department of Transportation), whether now
in existence or hereafter enacted, adopted or imposed, and including, without
limitation, any and all grant agreements or grant assurances now existing or
as hereafter agreed to, adopted or imposed.
11. LEASED PREMISES
Lessor, for and in consideration of, and subject to, the terms, covenants and conditions
set forth in this Lease Agreement to be kept by Lessee, does hereby demise and lease unto
Lessee, and Lessee does hereby lease from Lessor, for the lease term described in Article
111, the following described land situated in Denton County, Texas:
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 3
A. LAND.
LA tract of land, being 122,055 square feet or 2.806 acres, as described on
Attachment "A", such attachment being incorporated herein by reference (the
"Leased Premises"), together with the right of ingress and egress to the Leased
Premises and the right in common with others so authorized of passage, upon
the Public Area, subject to reasonable regulations by the City of Denton and
such rights shall extend to Lessee's employees, passengers, patrons and
invitees. For purposes of this Lease Agreement, the term "Leased Premises"
shall mean all property located within the metes and bounds described in
Attachment "All, including all Lease Improvements (as defined below) con-
structed or assumed by the Lessee.
2. So long as Lessee is in compliance with all construction requirements pertaining to
Lessee's Improvements on the land described in Attachment "All as set forth in
Section II.A. I above and is not in default of any term or condition of this Lease
Agreement, Lessee shall have a right of first refusal (the "Right of First
Refusal") to lease a tract of land, being 55,713 square feet or 1.279 acres (the
"Option Premises"), which is generally depicted in Attachment "B", to which
Lessor receives a written offer to lease (the "Offer to Lease") at a rate per square
foot equal to the tract of land as described in Attachment "A" to this Lease
Agreement. The Right of First Refusal shall be effective for a period of seven
(7) years after the Effective Date of this Lease Agreement (the "Option Period").
Should Lessor receive an Offer to Lease from a third party during the Option
Period that Lessor has an interest in consummating, Lessor shall give Lessee a
written notice of such Offer to Lease along with a copy of said Offer to Lease
(the "Notice"). If Lessee desires to exercise its Right of First Refusal it shall no
later than 45 days after the receipt of the Notice tender to Lessor a signed written
lease with identical terms and conditions as are contained in this Lease
Agreement (the "Deadline"). If Lessee fails to meet the Deadline, the Right of
First Refusal will be null and void and of no further force and effect.
3.Should Air Medical Group Holdings, Inc. become the Sublessee under a Sublease
for the Leased Premises, pursuant to the terms and conditions of Section XI
hereinbelow, it is expressly understood that as Sublessee, Air Medical Group
Holdings, Inc., is not obligated to exercise the Right of First Refusal, nor to
receive the written notice and copy of any Offer to Lease (all as described
above) unless Air Medical Group Holdings, Inc. requested such exercise and to
receive such notice and copy.
I
EXCEPT AS EXPRESSLY P14WIDED IN THIS LEASE
MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVE
EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, WITHOUT LI ITATIO
AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AN
�1
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 4
ENVIRONMENTAL CONDITION OF THE LEASED PREMISES AND/OR
MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE LEASED
PREMISES, THE NATURE OF THE PAST OR HISTORIC USE OF THE LEASED
PREMISES, AND/OR MERCHANTABILITY, SUITABILITY OR FITNESS FOR
PURPOSE OF ANY OF THE LEASED PREMISES, ABSENCE OF LATENT
DEFECTS AND COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO
THE LEASED PREMISES. Lessee further acknowledges that, in executing and
accepting this Lease Agreement, it has relied solely upon its independent evaluation and
examination of the Leased Premises, and the independent evaluations and studies based
thereon. Lessor makes no warranty or representation as to the accuracy, completeness or
usefulness of any information furnished to Lessee, if any, whether furnished by Lessor or
any third party. Lessor, its officers, employees, elected officials and agents assume no
liability for the accuracy, completeness or usefulness of any material furnished by Lessor,
if any, or any of its officers, employees, elected officials and/or agents, and/or any other
person or party, if any and Lessee hereby releases such parties from and against any
claims related to such matters. Reliance on any material so furnished shall not give rise
to any cause, claim or action against Lessor, its officers, employees, elected officials
and/or agents, and any such reliance shall be at Lessee's sole risk.
EXECUTIONTHE OF ON
• BASIS,• EXCEPT FOR
AGREEMENT,THE EXPRESS REPRESENTATIONS AND WARRANTIES OF LESSOR IN THIS
LEASE •UT REPRESENTATION OR •''
LIMITATION,EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT
• THE PHYSICAL AND ENVIRONMENTAL CONDITIONOF
THE LEASED ''' AND/OR MATERIALS CONTAINED OR LOCATED
ON OR UNDER THE LEASED PREMISES, THE NATURE OF THE PAST OR
HISTORIC OF QUALITY, QUANTITY
VALUE OF THE LEASED PREMISES, FITNESS FOR PURPOSE, SUITABILITY,
MERCHANTABILITY, ABSENCE OF LATENT DEFECTS AND COMPLIANCE
WITH LAWS . • REGULATIONS RELATED TO THE LEASED PREMISES.
Lessee has satisfied itself as to the condition, quality and extent of the property and
property interests which comprise the Leased Premises and the interests and rights
provided by
Notwithstanding anything to the contrary set forth herein, Lessor hereby covenants,
warrants, and represents that as of the Effective Date: (1) it owns fee simple estate in the
Leased Premises and the Public Areas, (2) it has full right and power to execute and
perform this Lease Agreement and to grant the leasehold estate demised herein, (3) its
execution of this Lease Agreement does not require the approval or joinder of any other
person, (4) no existing zoning ordinance or restrictive covenant prevents the use of the
Leased Premises for the Permitted Use, (5) all necessary consents and approvals to lease
the premises have been obtained, and (6) Lessee shall peaceably and quietly have, hold
and enjoy the Leased Premises and all rights, easements, privileges and appurtenances
belonging or in any wise appertaining thereto during the term of this Lease Agreement
and any extensions thereof.
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 5
C. IM1_1RQVY"M1 NTS PROVII)IIIJ) BY LESSOR. The term "Lessor Improvements"
shall mean those things on or adjacent to the Leased Premises belonging to, constructed by,
or to be constructed by the Lessor. Unless otherwise noted herein, all Lessor Improvements
are and will remain the property of Lessor. The Lessor Improvements on the Leased
Premises are to provide site grading. Lessor's site grading plan shall be approved by Lessee
prior to commencement. There will be no additional improvements provided by Lessor,
except as may be set forth in Article H.F., "Access to Utilities
D. IMPROVEMENTS 13ROVIDED BY LESSEE.
Lessee shall construct or cause to be constructed buildings and other improvements on
the Leased Premises and the applicable portion of the Public Area, if any (the "Lessee
Improvements"), as described in Attachment "C", at Lessee's sole cost, expense and risk
(except as may be otherwise agreed to between Lessor and Lessee) in accordance with the
plans and specifications which are subject to the review and approval in writing by the
Lessor, as set forth herein and Article V111, below. The term "Lessee Improvements" shall
also include those real property and structural improvements having been made prior to
the Effective Date and now existing on the Leased Premises, other than Lessor
Improvements, if any. Lessee shall own such Lessee Improvements during the Lease
Term, as provided in Article V111. Except as provided otherwise in this Agreement,
Lessee may not construct, locate, install, place or erect any other improvements upon the
Leased Premises or the Public Area without the express written consent of the Lessor, such
consent not to be unreasonably withheld or delayed. Lessee shall also construct appropriate
culverts or drainage as required by City ordinances, as well as other improvements as
determined necessary by Lessor or as required by City ordinances
Construction of Lessee Improvements shall be commenced no later than 60 days
following the issuance of a Building Permit from the appropriate governmental entity (the
"Commencement Period") and shall be completed no later than 250 days, after the date of
the issuance of the Building Permit (the "Construction Period"), subject to Force Majeure.
For the purposes hereof, construction of the Lessee Improvements shall be deemed to have
commenced when all of the following events shall have occurred: (i) Lessor's written
approval and acceptance of the final construction design plans and specifications is provided
to Lessee, such approval and acceptance not to be unreasonably withheld or delayed; (ii)
Lessee has been issued the required building permit(s) or licenses necessary to construct the
Lessee Improvements; (iii) Lessee shall have received (and shall have provided or caused to
be provided to Lessor) a true and correct copy of the FAA's determination to Lessee's filing
Form 7460 Notice �of 13,i-)osed Constniction or Afteratios s or other such filings required by
the FAA and, or TxDOT; (iv) Lessee's execution of a contract with a qualified general
contractor; (v) proof of required Builder's Risk Insurance Policy and Payment and
Performance Bond, as required in Article V111, below, is provided to Lessor; and (vi) the
initiation of actual mobilization of construction equipment on the Leased Premises and/or
the area of the Public Area wherein Lessee Improvements are to be constructed, if any.
Construction of the Lessee Improvements shall be considered complete upon (i) the
issuance of a Certificate of Occupancy for the Lessee Improvements (other than the Lessee
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 6
Improvements located on the Public Areas); and (ii) acceptance by the Lessor of the Lessee
Improvements constructed upon the Public Areas, if applicable, such acceptance not to be
unreasonably withheld or delayed.
In addition, within 60 days after the Effective Date of this Lease Agreement ("Condition
Precedent Date"), Lessee shall provide to Lessor (i) a written estimate to construct Lessee
Improvements certified by the design architect or engineer and prepared by a contractor who
has demonstrated experience in the successful construction of improvements similar to the
Lessee Improvements (the "Construction Cost Estimate"); and, (ii) a written schedule of
construction to complete Lessee Improvements (collectively, "Conditions Precedent").
Should the Conditions Precedent not be met, either party may terminate this Lease
Agreement by giving the other party written notice within ten (10) days following the
Condition Precedent Date, in which case this Lease Agreement shall be null and void and of
no further force and effect, and all funds held on deposit with the Lessor and all documents
and submittals provided to the Lessor shall be immediately refunded and returned to the
Lessee. Such termination shall not prevent the Lessee from submitting a new proposed
lease request at a later date. The parties may extend the Condition Precedent Date if agreed
to by Lessor and Lessee, as evidenced in writing duly authorized and executed by both
parties.
E. EASEMENTS. Lessor and Lessee by mutual agreement may establish, on the Leased
Premises, easements for public access on roads and taxiways. Nothing contained herein
shall be deemed to affect Lessor's rights provided in Article X, below. To the extent that
such an easement is reasonably necessary for Lessee's access to or use and operation upon
the Leased Premises, Lessor agrees to grant such easement, subject to such reasonable
conditions as it may impose.
F. UTILITIES,
I Lessor represents that there are water, sewer and three-phase electricity lines
within two hundred feet (200') 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. Lessor warrants and represents that separate meters for
utilities can be installed on the Leased Premises by Lessee.
2. Lessee shall be responsible, at Lessee's sole cost and expense, for obtaining all
utility connections at or for the Leased Premises and Lessee shall pay all
charges for water, electricity, gas, sewer, telecommunications or any other
utility connections, tap -in fees, impact fees, other fees or expenses of any kind
and for services furnished to the Leased Premises during the Term hereof.
Lessee agrees to contact all utility service providers and all other parties that
may own or claim to own underground pipelines, telecommunications, cable or
any other structure or facility, prior to any excavation or boring on or under the
Leased Premises. Lessor shall in no event be liable or responsible for any
cessation or interruption in any such utility services. Provided, however, if any
utility to the Leased Premises should become unavailable for a continuous
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 7
period in excess of forty-eight (48) hours and such unavailability is directly
caused by Lessor, all Original Rent shall abate until utility service to the Leased
Premises is restored.
A. TERM. The term of this Lease Agreement for land shall be for a period of forty (40)
years, commencing on the I st day of November 2016 and continuing through the 31 st day
of October 2056, unless earlier terminated under the provisions of the Lease Agreement (the
"Lease Terrn" or "Term"). The rent shall commence as described in Section IV below.
B. HOLDING OVER. If Lessee holds over and continues in possession of the Leased
Premises after the Tenn of this Lease Agreement expires, the holding over may be
considered by the Lessor, at the Lessor's option, a month to month tenancy binding Lessee
to all terms and conditions as set forth herein with the following exception: The rental
payment due Lessor herein shall be the amount per month at the last full month of the Tenn
prior to expiration of this Lease Agreement, payable on the first day of each month
thereafter, until the tenancy is terminated as provided herein. The holding over tenancy may
be terminated at any time by Lessor or Lessee upon thirty (30) days written notice to the
other party, or may be terminated by Lessor as a remedy in accordance with the terms of this
Lease, as elected by Lessor.
IV. PAYMENTS, RENTALS AND FEES
Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement,
the following payments, rentals and fees:
A.LAND AND RENTAL. Rental shall be due and payable to Lessor in the sum of
$0.27 per gross square foot, as determined and provided in Attachment "A", said sum
being stipulated herein to be $33,002 per year (the "Original Rent"), payable in twelve (12)
equal monthly installments in the sum of $2,750.17 in advance, on or before the I" day of
each and every month during the term of this Lease Agreement (except as detailed below).
The first payment under the terms of this Agreement shall be a lump sum amount equal to
six (6) months of monthly rent payments, (the "Pre -Payment") said amount to be paid to
Lessor on or before the first day of the month following the issuance of a building permit for
the construction of improvements defined in a Lease by and between Denton Med Trans,
LLC as Landlord and Air Medical Group Holdings, Inc. as Tenant, on the Leased Premises.
Should Air Medical Group Holdings, Inc. become Sublessee under a Sublease for the
Leased Premises, it is expressly agreed that Air Medical Group Holdings, Inc. shall not be
responsible for the Pre -Payment.
Monthly payments under the terms of this Agreement shall be due the first day of the month
following six (6) months after the issuance of a building permit by the City of Denton for
the construction of improvements defined in a Lease by and between Denton Med Trans,
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 8
LLC as Landlord and Air Medical Group Holdings, Inc. as Tenant on the Leased Premises.
Lessee has the option to pay annual rentals and fees in whole on or before the I st day of
October, at the beginning of the City's fiscal year, each and every year of this Lease
Agreement.
B. LESSOR IMPROVI.."W"NTS RENTALS. None. There are no Lessor
Improvements on the Leased Premises as of the Effective Date.
C. PAYMENTPENAIJY. ADJUS)TMI`NTS. All payments due Lessor from Lessee
shall be made to Lessor at the offices of the Finance Department of the City of Denton,
Comptroller's Office, 215 E. McKinney, Denton, Texas, unless otherwise designated in
writing by the Lessor. If payments are not received on or before the 15'h day of the month,
the lesser of the maximum amount allowed by law and a five percent (5%) penalty, will be
due as of the 16th, subject to cure provisions herein. If payments are not received by the first
of the subsequent month, an additional penalty of the lesser of the maximum amount
allowed by law and one percent (I%) of the unpaid rental/fee amount will be due, subject to
cure provisions herein. The lesser of the maximum amount allowed by law and one percent
(1 %) will be added on the first of each subsequent month until the unpaid rental/fee payment
is made. Notwithstanding anything herein to the contrary, any such penalty shall be limited
to but not exceed the maximum amount provided by law, if any.
The Original Rent for the Leased Premises shall be increased by 3% at the end of
each two (2) year period during the Lease Tenn, starting on the 1st day of November 2018
and every two (2) years thereafter.
A. USE OF LEASED PREMISES. Lessee is granted the non-exclusive privilege to
engage in owner/operator activities providing only the following aviation services (herein
"Permitted Use"):
I I latigair ajid 011ice Sintee Leasing. Lessee is granted the non-exclusive right
to rent hangar and office space.
2. General AircraftMaintenance. Lessee is granted the non-exclusive right to
conduct airframe and power plant maintenance services.
3, Aircrall Mafia cinent Services. Lessee is granted the non-exclusive right to
manage aircraft and flight operations for third parties.
4. Ljiglit and Medical Res).g_p..s,e Trainii1g. Lessee is granted the non-exclusive
right to conduct flight and medical response training services from the facility
to be constructed on the property described in this Agreement.
Unless otherwise agreed to in writing by the Lessor, Lessee, its tenants, employees,
invitees and guests shall not be authorized to conduct any services not specifically listed in
Airport Lease Agreentent-City of Denton, Lessor/Denton Med Trans, Lessee - Page 9
this Lease Agreement. The use of the Leased Premises by Lessee, its tenants, employees,
invitees or guests shall be limited to only those private, commercial, retail or industrial
activities having to do with or related to airports and aviation, as provided herein. Except as
specifically authorized in this Lease Agreement, no person, business or corporation may
operate a commercial, retail or industrial business upon the Leased Premises or upon the
Airport without a lease or license from Lessor authorizing such commercial, retail or indus-
trial activity.
B. STANDARDS. Lessee shall meet or exceed the following standards and perform
the following activities or actions:
1. Address. Lessee shall file with the Airport Manager and keep current its
mailing addresses, telephone numbers and contacts where it can be reached in
an emergency.
2. List. Lessee shall file with the Airport Manager and keep current a list of its
sub -lessees and shall keep current and provide to the Airport Manager, as
requested, a list of all aircraft hangared or tied down on the Leased Premises
within the previous twelve (12) month period.
3. Conduct. Lessee shall contractually require its employees and sub -lessees (and
sub -lessee's invitees) to abide by the terms of this Lease Agreement. Lessee
shall promptly enforce its contractual rights in the event of a default of such
covenants by such employees and sub -lessees (and sub -lessee's invitees).
4. Utilities, Taxes and lees. Lessee shall meet and pay all expenses and
payments in connection with the use of the Leased Premises and the rights and
privileges herein granted, including the timely payment of utilities, taxes,
permit fees, license fees and assessments lawfully levied or assessed.
Laws. Lessee, at Lessee's sole cost and expense, shall comply with all current
and future federal, state and local laws, rules and regulations which may apply
to the conduct of business contemplated and/or occupation of the Leased
Premises, including rules, regulations and ordinances promulgated by Lessor,
and Lessee shall keep in effect and post in a prominent place all necessary
and/or required licenses or permits.
6. Maintenance of Prqpex . Lessee shall be responsible for the maintenance,
repair and upkeep of all property, buildings, paving, structures and
improvements, including the mowing or elimination of grass and other
vegetation on the Leased Premises and the Lessee Improvements constructed
on the Public Area, if any, and shall keep the Leased Premises neat, clean and
in respectable condition, free from any objectionable matter or thing, including
trash or debris. Lessee agrees not to utilize or permit 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
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 10
parts, automobiles, vehicles of any type, or any other equipment or items
which would distract from the appearance of the Leased Premises.
7. Painfipg_pf 1_3qU&M. During the Lease Tenn, Lessor shall have the right to
require, not more than once every five years, that the exterior of hangar(s) and
building(s) located on the Leased Premises be restored to a condition similar to
other structures on the Airport. Lessee shall pay all costs and expenses
involved in the hangar or building renovation process.
8. Unauthorized Use of Leased Premises. Lessee may not use any of the Leased
Premises for any use not authorized herein unless Lessor gives Lessee prior
written approval of such additional use. Without limiting the foregoing, the
Leased Premises shall not be used for the operation of a motel, hotel,
restaurant, private club or bar, apartment house, flea market type sales,
industrial, commercial, retail sales, storage of recreational vehicles,
automobiles, or marine vehicles not incidental to uses permitted by this Lease
Agreement, or any other use or purpose not expressly authorized by this Lease
Agreement.
9. Dwellipgs. No dwelling or domicile may be built, moved to or established on
or within the Leased Premises, nor may Lessee, its tenants, employees,
invitees, or guests be permitted to reside or remain as a resident on or within
the Leased Premises or other Airport premises. Lessee may have a pilot
lounge, including restroom and shower facilities, for use by flight crew and
passengers.
10. Quit Possession. Lessee shall quit possession of the Leased Premises at the
end of the Lease Term, or upon cancellation or termination of the Lease
Agreement, and deliver up the Leased Premises to Lessor in as good condition
as existed when possession was taken by Lessee and as Lessee has
constructed, or accepted at the beginning of the Tenn, including the Lessee
Improvements and Lease Improvements provided in Section II.. and Article
V111, hereof, reasonable wear and tear excepted.
11. Indemnity, and Release. Lessee shall indemnify, hold harmless and defend
the Lessor, its officers, agents, elected officials and employees, and hereby
releases Lessor, its officers, agents, elected officials and employees, from
and against any and all claims, liens, suits, liabilities, causes of action,
demands, losses, damages and/or actions for damages, injuries to persons
(including death), property damage (including loss of use), and expenses,
including court costs, reasonable attorneys' fees and other reasonable costs
(collectively, "Claims"), occasioned by, arising from or incidental or related
to the Lessee's occupancy or use of the Leased Premises or the Airport, the
activities of Lessee and/or any party acting under the authority of, or rights
granted by, Lessee conducted in connection with or incidental to this Lease
Agreement, and/or Lessees' breach or default under this Lease Agreement,
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 11
including without limitation all such Claims based on common,
constitutional or statutory law or regulation, whether existing as of the date
hereof or as may be created or recognized hereafter. Lessee must at all
times exercise reasonable precautions on behalf of, and be solely responsible
for, the safety of its officers, employees, agents, customers, visitors,
invitees, licensees and other persons, as well as the Leased Premises and
Lease Improvements, while in, on, or involved in any way with the use or
occupation of the Leased Premises.
Without limiting the indemnity and release provided herein, the Lessor shall
assume no responsibility or liability for harm, injury, or any damaging events
which are directly or indirectly attributable to premise condition defects,
whether real or alleged, which may now exist or which may hereafter arise
upon the Leased Premises, responsibility for all such defects being expressly
assumed by the Lessee. The Lessee agrees that, except as set forth in express
representations or warranties of the Lessor in this Lease Agreement, without
limiting the indemnity and release provided herein, this indemnity and
release provision applies to all Claims arising from all premise condition
defects or related to the condition of the Leased Premises and/or the Lease
Improvements, of any kind or type.
THE LESSOR AND THE LESSEF' EXPRESSLY INTEND THIS
PROVISION TO RELEASE LESSOR. ITS OFFICERS., AGENTS,
El-ECTEDOFFICIALS MEMBERS MANAGERS AND F'MI1LOYEES
AND TO REQUIRE LESSEE TO INDEMNIFY AND DEFEND THE
LESSOR. ITS OFFICERS,, AGENTS, 1,'1ECTED OFFI(.,JAI.�
MEMBI-RS, MANAGERS AND EMPLOYEFS, FROM AND AGAINST
ALL MATTERS SET FORTH IN THIS SECTION V. .11. FROM THE
CONSEOtflNCES OF. CAUSED BY OR RELATED TO THE
LESSOR'S OWN NFGLIGENCE. OF ANY KIND, TYPE OR DEGREE,
EXCEPT AS SPECIFIC A L I-,Y PROVIDED BELOW.
NOTWITHSTANDING THE TERMS OF THE PRECEDING
SENTENCVISION DOES
NOT APPLY TO ANY CLAIM. WHERE THE INJURY. DEATH, OR
DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OR WILLFUL
MISCONDLK.71OF ']'HE LESSOR 1JNMIX[1I) WITI I THE FALJl.T OF
ANY .OTHER PERSON OR ENTITY. THE LESSOR HEREBY
... ............. -"—
RELf,,'AS1.�,'S Ll"SSEE FROM ANY LIABILITY I-1'FJZE1JNDER ARISING
FROM A CAUSE DESCRIBED IN THE PRECEDING SENMTENCE.
The provisions of this Section V.B.11. shall survive the expiration and
termination of this Lease Agreement.
12. Chemicals and Other Substances, Lessee shall properly store, use, collect and
dispose of all chemicals, chemical residues, paints and/or any other pollutant,
contaminant, intermediate, hazardous substance, waste, asbestos containing
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 12
material, petroleum product and any substance containing any of the above
("Chemical"); to properly store, confine, collect and dispose of Chemicals,
including without limitation, paint spray in the atmosphere; and to comply
with all applicable local, state and federal statutes, rules, regulations and
ordinances governing the storage, handling, use or disposal of such Chemi-
cals. Further, the Lessee shall be solely responsible for, and without limiting
the provisions of Article V.B.11., shall indemnify Lessor against any and all
claims, losses, liens, suits, fines, penalties, liabilities, damages, causes of
action and demands, including without limitation, costs, liabilities and
damages associated with the cleanup, remediation and disposal of said
Chemicals, damage to the environment or natural resources, property damage
and/or injury, disease or death of any person, related to discharges or releases,
whether accidental or intentional, of any Chemical or any other matter, claim,
loss, lien, suit, liability, damage, demand or cause of action associated with or
related to the Chemicals, to the extent arising or occurring due to the action or
omission of the Lessee or its employees, contractors or agents. The Lessee
shall not be responsible for any of the foregoing damages arising from pre-
existing conditions upon the Property or first arising after the termination of
this Lease Agreement or Lessee's vacating the Premises, unless caused by the
Lessee, its employees, contractors or agents. The Lessor represents and
warrants that as of the date hereof, it has no present actual knowledge of any
environmental contamination upon the Leased Premises.
13. Hazardous Activities. Should the Lessee violate any statute, rule, restriction,
order, ordinance or regulation of the City of Denton or the Federal Aviation
Administration, or any other regulatory authority, 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, if so elected by Lessor,
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
violation(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 statute, rule, restriction,
order, ordinance or regulation being violated or to remove or remediate any
hazard described herein. Should Lessee, Lessee's agent, or the person(s)
responsible for the violation(s) fail 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) at the sole cost and expense of Lessee, and Lessor shall not be
responsible for any damages incurred to any improvements on the Leased
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 13
Premises as a result of the corrective action process. In addition, such
violation shall be considered a material default by Lessee authorizing Lessor,
at its sole option and discretion, to exercise any and all other rights and
remedies available to it under this Lease Agreement.
C. SIGNS. No signs, posters, or other similar devices ("Signage") shall be placed on
the exterior of the Lease Improvements, Lessor Improvements, if applicable, or on any
portion of the Leased Premises or Airport property without the prior written approval of
Lessor which shall not be unreasonably withheld or delayed. Lessee, at its sole expense,
shall be responsible for the creation, installation and maintenance of all such Signage. Any
Signage placed on the Leased Premises shall be maintained at all times in a safe, neat,
sightly and good physical condition. All signage shall be removed from the Leased
Premises by Lessee immediately upon receipt of instructions for removal of same from
Lessor, including without limitation, upon expiration or termination of this Lease
Agreement. If Lessee fails to remove the Signage then Lessor may do so at the sole cost and
expense of Lessee. Subject to approval by Lessor as provided herein, Lessee may place two
wall signs, no greater than thirty-two square feet each, identifying the commercial hangar
operation. Notwithstanding anything contained herein to the contrary, all signage shall
comply with all applicable City of Denton ordinances, including the City of Denton sign
ordinance.
D. ENTRY. Lessor and its designees shall have the right to enter the Leased
Premises upon reasonable advance notice (written or oral) and at any reasonable times for
the purposes of inspecting the Leased Premises, performing any work which Lessor is
required or permitted to perform under this Lease Agreement, and exhibiting the Leased
Premises for sale, lease (during the last six (6) months of the Term only), or mortgage.
Any entry after the Effective Date by the Lessor shall be conducted with due regard for
the construction activities or business being conducted on the Leased Premises, and shall
not unreasonably interfere with Lessee's activities thereon. Where such is reasonable to
do so, Lessor hereby agrees to provide Lessee with prior notice of any entry into or onto
the Leased Premises. References to Lessor herein shall also include Lessor's employees,
contractors, agents, and representatives. Nothing in this section shall imply any duty
upon Lessor to do any work or perform any activity, which under any other provision of
this Lease Agreement Lessee is required to perform, and any performance by Lessor shall
not constitute a waiver of any default by Lessee hereunder.
Lessor hereby agrees as follows:
A. PEACEFUL ENJOYME"NT. Upon payment of all rent, fees and performance of
the covenants and agreements on the part of Lessee to be performed hereunder, Lessee
(subject to the terms and conditions of this Lease Agreement) shall peaceably hold and
enjoy the Leased Premises and all rights and privileges herein granted; however, Lessee
accepts this Lease Agreement subject and subordinate to any recorded mortgage, deed of
trust, or other lien presently existing upon, or to any other matter of record in the Real
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 14
Property Records of Denton County, Texas and/or that Lessee is otherwise charged with
notice or inquiry notice, affecting the Leased Premises.
B. COMPLIANCE. 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 the Airport.
VII. WEIGHT LIMIT OF AIRCRAFT
A. RUNWAYS AND TAXIWAYS. Lessee shall limit all aeronautical activity,
including without limitation, landing, take -off and taxiing, to aircraft having an actual
weight, including the weight of its fuel, of thirty thousand (30,000) pounds or less, unless
and until such time that the runway and designated taxiways on the Airport have been
improved to handle aircraft of such excessive weights. It is further agreed that, based on
qualified engineering studies, the weight restrictions and provisions of this clause may be
adjusted, 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 any
activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall
not include those activities over which it has no solicitory part or control, such as an
unsolicited or unscheduled or emergency landing. Violation of the provisions of this section
on two or more occasions during the Tenn shall be sufficient to cause (i) the immediate
termination of this Lease Agreement, without opportunity to cure by Lessee; (ii) shall
otherwise constitute a default hereunder wherein Lessor may resort to all other remedies
provided in this Lease Agreement; and (iii) without limiting the provisions of Section
V.13.11., subject Lessee to liability for any damages to the Airport that might result.
Nothing contained herein shall be construed as creating any obligation on the part of Lessor
to improve or modify any part of the Airport.
VIII. LEASEHOLD IMI"ROVEMEN'I'S
A. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS. In addition to the
Lessee Improvements, subject to the terms of this Article V111, Lessee may construct upon
the Leased Premises, at its own cost and expense, buildings, hangars and structures, that
Lessor and Lessee mutually agree in their discretion, are necessary for use in connection
with the operations authorized by this Lease Agreement ("Additional Improvements"); pro-
vided however, Lessee shall comply with all of the requirements of this Article V111.
B. REQUIREMENTS FOR LEASE IMPROV] MLN TS. Before commencing
construction activities related to the Lessee Improvements and/or the Additional
Improvements upon the Leased Premises (the Additional Improvements and the Lessee
Improvements are collectively referred to in this Lease Agreement as the "Lease
Improvements"), Lessee shall submit to Lessor:
1. Documentation, specifications, or design work, prepared by an architect
and/or engineer selected by Lessee which shall be reviewed and approved by
the Lessor, which shall establish that the improvements to be built or
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 15
constructed upon the Leased Premises and Public Area, if applicable, 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. Should the Lessor and the Lessee be unable to come to an
agreement as to the overall size, shape, color, quality and design, in
appearance and structure, of the improvements to be built upon the Leased
Premises by the Lessee, Lessee has the right to terminate this Lease
Agreement, with no further obligation owing to Lessor as of the date of
termination by Lessee.
2. All plans and specifications showing the location upon the Leased Premises
and Public Area, if applicable, of the proposed construction and
improvements.
3. The estimated cost of such construction.
No construction may commence until Lessor has approved the plans and specifications and
the location of the Lease Improvements and the Public Area, if applicable, and the estimated
costs of such construction. Approval by the Lessor of construction in conformity with the
terms of this Lease Agreement shall not be unreasonably withheld or delayed.
B.1. CONSTRUCTION OF LEASE IMPROVEMENTS.
CONSTRUCTION
I Construction and modification of the Lease Improvements shall be
performed in a good and workmanlike manner and in compliance with all
applicable building codes, rules, standards, zoning and other ordinances and
all state and federal standards (including, without limitation, Title III of the
Americans With Disability Act of 1990, any state statutes, governing
handicapped access or architectural barriers, and all rules, regulations and
guidelines promulgated under such laws, as amended from time to time).
I Without limiting the provisions of Section V.B.11., Lessee shall promptly
pay and discharge all costs, expenses, claims for damages or injury
(including without limitation claims for personal injury or death, or property
damage or destruction, or economic loss), liens and any and all other
liabilities and obligations which arise in connection with such construction.
1 Lessee shall cause each contractor performing any work or otherwise
occupying the Leased Premises or Public Area and/or Airport related to the
Lease Improvements or pursuant to the authority provided to Lessee
hereunder, to indemnify the Lessor and its officers, agents, elected officials
and employees to the same extent provided by Lessee to Lessor in Section
V..11..
4. Lessee shall properly and timely submit to the FAA, TxDOT, and any other
governmental entity or agency having jurisdiction regarding the Airport, a
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 16
Notice of Proposed Construction and any and all other documents or
materials as may be required, when and as required.
5. Without limiting the rights to Lessor provided in Section V.D., Lessor has
the right and is authorized by Lessee at all times during any construction
project to enter upon the Leased Premises to observe the performance of
such construction. Exercise of Lessor's rights hereunder shall be conducted
with due regard for the construction and business being conducted on the
Leased Premises, and shall not unreasonably interfere with such activities.
Nothing contained herein shall be construed as an obligation, of any kind or
type, on the part of Lessor related to the construction activities and/or to
assure Lessee's compliance with the provisions of this Lease Agreement.
6. No later than thirty (30) days after completion of the Lease Improvements,
Lessee shall submit to Lessor detailed as -built plans of the Lease
Improvements and documentary evidence acceptable to Lessor evidencing
the total cost to construct the Lease Improvements ("Cost to Construct Lease
Improvements").
7, No improvements to the Leased Premises, including without limitation, the
Lease Improvements, may be removed from the Leased Premises during the
Tenn hereof, unless otherwise specifically authorized herein.
8. Lessee shall cause the general contractor to obtain (i) payment bonds for
construction contracts greater than Fifty Thousand and no/100 Dollars
($50,000); and (ii) payment and performance bonds for construction
contracts greater than One Hundred Thousand and no/100 Dollars
($100,000), for each construction activity on the Leased Premises and Public
Area, if applicable, each naming the Lessor as an Additional Obligee.
Lessee shall furnish such bonds to Lessor prior to any work on the Leased
Premises or Public Area, if applicable. Additionally, any and all insurance
provided by the general contractor to Lessee shall name the Lessor as an
Additional Insured and/or Loss Payee, as applicable, and provide the
following coverages, at a minimum:
• Commercial General Liability - $ 1,000,000 per occurrence and $2,000,000 aggregate
• Business Automobile Liability - $500,000 per occurrence and $1,000,000 aggregate
• Workers' Compensation — Statutory Limits
• Builder's Risk (if applicable) —100% of the completed value
C. OWNERSHIP OF IMPROVFMI`',NTS, Except as otherwise provided in this Lease
Agreement, the improvements now located, or constructed or to be constructed upon the
Leased Premises by Lessee (including without limitation, the Lease Improvements), but
excluding the Lessor Improvements, if any, shall remain the property of Lessee during the
Lease Tenn subject to the following conditions, terms and provisions:
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 17
I Upon the termination of this Agreement, whether by expiration of the Tenn
hereof or by reason of default on the part of Lessee, or for any other reason
whatsoever, the improvements (including without limitation, the Lease
Improvements), and all parts thereof, shall merge with the title of, or be
otherwise considered and deemed a part of the real property, free and clear
of any claim of Lessee and all persons or entities claiming under or through
Lessee (including, without limitation, any holder of a leasehold mortgage),
and shall become the property of Lessor; provided, however:
(i) if Lessee is not then in default hereunder, Lessee shall have the right to
remove all personal property and trade fixtures owned by Lessee from the
Leased Premises, but Lessee shall be required to repair any damage to the
Leased Premises caused by such removal in a good and workmanlike
manner and at Lessee's sole cost and expense; and
(ii) Upon such expiration or earlier termination, Lessee shall deliver the
Leased Premises to Lessor in good condition, reasonable wear and tear
excepted, and shall, at Lessor's request, execute a recordable instrument
evidencing the termination of this Agreement, expressly stating the
termination or expiration date thereof.
2. The Lessor Improvements, if any, shall remain the property of Lessor at all
times during and after the expiration or earlier termination of this Lease
Agreement.
3. Nothing contained herein shall be construed to limit or prohibit the Lessor
and the Lessee from mutually agreeing to, and Lessor and Lessee expressly
have the right to mutually agree to either (i) amend or modify this Lease
Agreement or, (ii) enter into a new agreement to supersede and replace this
Lease Agreement, which will, among other things, effectively extend the
terms of this Lease Agreement or otherwise defer the transfer of title and
ownership of the Lease Improvements to Lessor as provided for in this
Section VIII.C., prior to the expiration of this Lease Agreement. However,
nothing contained herein shall be deemed or construed to require any
amendment or modification of this Lease Agreement or the entering into of a
new lease agreement. Any such action shall be at the sole and absolute
discretion of Lessor and Lessee.
A. CONSENT TO ENCUMBER. Except as otherwise authorized herein, including
but not limited to IX.B. below, Lessee shall not collaterally assign this Lease Agreement
or otherwise encumber the estate created by this Lease Agreement without the written
consent of Lessor, which such consent shall be at Lessor's sole discretion, but which shall
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 18
not be unreasonably delayed or withheld. As conditions to such consent, Lessor may
require from Lessee and/or the Secured Party (herein so called) any commitment,
condition or requirement deemed necessary or advisable by Lessor, including without
limitation, provision for:
1. Express agreement that the Lessee shall in no way be released from any of
its obligations under this Lease Agreement, including without limitation,
the obligation to pay rent; and
2. The Secured Party to promptly provide Lessor notice of any default by
Lessee in any obligation to Secured Party;
I Lessee may borrow funds in which this Lease Agreement or the estate
created by this Lease Agreement are utilized as security or collateral, in
whole or in part, so long as the borrowed funds are used only for (i) the
construction of the Lease Improvements, as described in Section ILD. and
Article V111 hereof-, (ii) acquisition of the leasehold estate created by this
Lease Agreement and related costs and expenses in connection herewith ;
or (iii) any other purpose which may be approved from time to time by
Lessor, in writing, in its sole discretion.
C.LIEN. No lien contemplated by this Article IX shall constitute a lien on Lessor's fee
title. Any indebtedness secured by a lien against or on the estate created by this Lease
Agreement or this Lease Agreement shall at all times be and remain inferior and
subordinate to conditions, covenants and obligations of this Lease Agreement and to all
of Lessor's rights under this Lease Agreement.
Lessor shall have the right to establish casements, at no cost to Lessor, upon the
Leased Premises for the purpose of (i) providing underground utility services to, from or
across the Airport property; or (ii) for the construction of public facilities and/or
infrastructure on the Airport. However, any such easements shall not interfere with
Lessee's use of the Leased Premises and Lessor shall restore the Leased Premises to as
close to its original condition as is reasonable practicable upon the installation of any utility
services on, in, over or under any such easement at the conclusion of such construction.
Construction within the easement upon the Leased Premises shall be completed within a
commercially reasonable time.
XI. ASSIGNMENT OF LEASE
Lessee expressly covenants that it (i) will not assign this Lease Agreement; (ii) convey
more than fifty percent (50%) of the voting interest in its business or entity as of the
Effective Date of this Lease Agreement, through the sale of stock or otherwise; or (iii)
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 19
transfer, license, or sublet the whole or any part of the Leased Premises for any purpose,
except for rental of hangar or office space or tie -down space for storage of aircraft only,
without the prior written consent of Lessor. Lessor agrees that it will not unreasonably
withhold or delay its approval of such sale, sublease, transfer, license, or assignment of the
facilities for Airport related purposes. The provisions of this Lease Agreement shall remain
binding upon the Lessee and the sublessees and assignees, if any, of Lessee, unless the
Assignee or Sublessee has assets in value equal or greater to Lessee's, and unless such
Assignee or Sublessee accepts all obligations of this Lease Agreement in writing. Then as
of the effective date of the sale, sublease, license, assignment or transfer, Lessor shall have
no further liability under this Lease Agreement to Lessee, except with respect to liability
matters that have accrued and are unsatisfied as of such date. Notwithstanding the
foregoing, the Lessor expressly consents to Lessee's sublease of the Leased Premises to Air
Medical Group Holdings, Inc. and its permitted successors pursuant to a Sublease
Agreement as it may be amended, modified, renewed or extended, from time to time (the
"AMGH Sublease"). Should Air Medical Group Holdings, Inc. become the Sublessee
pursuant to this Section XI, Lessor and Lessee expressly consent to Air Medical Group
Holdings, Inc. paying all monies due under this Agreement to Lessor hereunder, directly to
Lessor.
A. CASUALTY/TOTAL OR PARTIAL DESTRUCTION. In the event the Leased
Premises, or any improvements located thereon, are damaged by casualty, regardless of the
extent of the damage or destruction or whether insurance proceeds, if any, are sufficient,
Lessee shall, at its sole cost, risk and expense, promptly commence within six (6) months
after such casualty (subject to extension for time needed to adjust insurance awards), and
thereafter complete with diligence, the restoration, repair and/or replacement of any such
improvements to substantially the same condition as they existed prior to the casualty loss,
conditioned upon the following provisions:
1. Any and all activities related to the restoration, repair and replacement of the
damaged improvements, shall be subject to (i) Lessor's prior approval, as
provided in Section ILD. and Article V111, as applicable to the
improvement affected by casualty; and (ii) the provisions set forth in this
Section XII.A.
2. Lessor, as loss payee under the all risk property insurance coverage required
by this Lease Agreement, shall be entitled to approve disbursements of the
insurance proceeds as restoration, repair and replacement activities are
completed by Lessee, such approval not to be unreasonably withheld or
delayed.
3. Lessee shall take and complete whatever actions are necessary, if applicable,
to obtain disbursement authority of insurance proceeds from any secured
party possessing a lien on the leasehold estate created by this Lease
Agreement.
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 20
4. In the event Lessee fails to promptly commence restoration, repair and/or
replacement of the damaged improvements in conformance with the
provisions hereof, Lessee shall be in default under this Lease Agreement, in
which event Lessor may seek any remedies available hereunder, and Lessee
shall provide such endorsements or take any other actions necessary,
including without limitation, any action required of any secured party, to
cause all or any remaining portion of the insurance proceeds payable due to
such damage or casualty loss to be paid to Lessor.
Provided that Lessee maintains the insurance required of it under this Lease
Agreement and uses reasonable efforts to obtain the proceeds thereof, Lessee
shall not be required to spend more than the sums that it actually receives
from such insurance in rebuilding the Leased Premises.
6. In the case of total destruction occurring during the last three (3) years of this
Lease Agreement, Lessee may, at its option, turn over one hundred percent
(100%) of its insurance proceeds to Lessor and, in such event, this Lease
Agreement shall terminate on the date such proceeds are delivered to Lessor.
MWIMAWOMMIMM El V I to] 04
If the Leased Premises or any part of them are taken by condemnation as a
result of any action or proceeding in eminent domain, or are transferred in
lieu of condemnation to any authority entitled to exercise the power of
eminent domain, this Article governs Lessor's and Lessee's interest in the
award or consideration for the transfer and the affect of the taking or transfer
of this Lease Agreement.
2. In the event the entire Leased Premises are taken or transferred as described
in Section XII.B.I., above, this Lease Agreement and all the rights, titles
and interest under it will cease on the date that title to the Leased Premises
vests in the condemning authority. If such taking or acquisition occurs
during the first twenty (20) years of the Lease Term, then all parties shall be
free to make a claim against the condemning authority for compensation or
damages for the injuries and loss sustained by them as a result of the taking
or acquisition. During the first twenty (20) years of the Lease Term, Lessee
may recover from the condemning authority or from the Lessor (if included
within Lessor's award), that portion of any award attributable to the value of
the Lessee Improvements, including any Additional Improvements,
constructed by Lessee. If such taking or acquisition occurs after the first
twenty (20) years of the Lease Term, then all proceeds of the condemnation
shall be the property of Lessor.
If only part of the Leased Premises is taken or transferred, as described in
Section MIR I., above, this Lease Agreement shall terminate if, in Lessee's
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 21
reasonable judgment, the remainder of the Leased Premises is in such a
location, or is in such form, shape or reduced size, that Lessee's operations
cannot be effectively and practicably operated upon the remaining portion of
the Leased Premises. In such event, this Lease Agreement and all rights,
title and interest under it will cease on the date that the title to the portion of
the Leased Premises taken or transferred vests in the condemning authority.
If such taking or acquisition occurs during the first twenty (20) years of the
Lease Term, then all parties shall be free to make a claim against the
condemning authority for compensation or damages for the injuries and loss
sustained by them as a result of the taking or acquisition. During the first
twenty (20) years of the Lease Term, Lessee may recover from the
condemning authority or from the Lessor (if included within Lessor's
award), that portion of any award attributable to the value of the Lessee
Improvements, including any Additional Improvements, constructed by
Lessee. If such taking or acquisition occurs after the first thirty (30) years of
the Lease Tenn, then the proceeds of the condemnation shall be the property
of Lessor.
4. In the event part of the Leased Premises is taken or transferred as described in
Section XII..1., above, and, in Lessee's reasonable judgment, the remainder
of the Leased Premises is in such a location and in such form, shape or size,
that Lessee's operations may be effectively and practicably operated on the
remaining portion of the Leased Premises, this Lease Agreement shall
terminate with the respect to the portion of the Leased Premises taken or
transferred as of the date title to such portion vests in the condemning
authority, but shall continue in full force with respect to the portion of the
Leased Premises not taken or transferred. In such event, as of the date that
title to the Leased Premises vests in the condemning authority, the Original
Rent due hereunder shall be reduced by multiplying the Original Rent then
due by the ratio of the square footage of the Leased Premises after the taking
divided by the square footage of the Leased Premises before the taking.
5. Nothing contained in this Article X11 shall be construed to prohibit Lessor
from voluntarily conveying all or part of the Leased Premises to any party
with condemning authority under state or federal laws, however, any such
voluntary conveyance shall be treated as a taking within the meaning of this
Article X11.
6. Notwithstanding the above, in the event the condemning authority, as
described in Section XILBA., above, is the Lessor, all of the proceeds of the
condemnation attributable to the Leased Premises shall be the property of
Lessee.
XIII. INSURANCE
A. 'RF,QUWI:J) J.'NSLJRANCE. Regardless of the activities contemplated under this
Lease Agreement, Lessee shall maintain continuously in effect at all times during the term
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 22
of this Lease Agreement, at Lessee's sole expense, the following minimum insurance
coverage:
1. Commercial General Liability covering the Lessee, its employees, agents,
tenants and independent contractors, and its operations on the Airport.
Coverage shall be in an amount not less than $1,000,000 per occurrence and
provide coverage for premises/operations and contractual liability AND
where exposure exists in the reasonable opinion of Lessor, coverage for:
products/completed operations; explosion, collapse and underground
property damage; and environmental impairment.
2. All risk property insurance on a one -hundred percent (100%) replacement
cost basis covering loss or damage to all facilities and improvements
located on the Leased Premises, either as a part of this Lease Agreement or
erected by the Lessee subsequent to this Lease Agreement. Under no
circumstances shall the Lessor be liable for any damages to fixtures,
merchandise or other personal property of the Lessee or its sub -lessees.
3, Business Automobile Liability to include coverage for Owned/Leased Autos,
Non -Owned Autos and Hired Cars:
For operation in aircraft movement areas the limit of liability shall be
$100,000 per occurrence.
For other operations the limit of liability shall be consistent with the amount
set by State Law.
B. ADDITIONAL COVERAGES. In addition to the above referenced coverage, the
following insurance is required if, in the opinion of Lessor, the activity or exposure exists or
is contemplated:
1 Aircraft Fuel/Oil Storage and Dispensing — Comprehensive Commercial
General Liability shall include coverage or separate coverage for
Environmental Impairment Liability.
2. Aircraft Sales or Aircraft Charter and Air Taxi — Aircraft Liability in the
amount of $1,000,000 per occurrence to include Hull Coverage and
Liability. In addition, Passenger Liability in an amount of $100,000 per
person (per passenger seat) shall be provided.
3, Aircraft Rental or Flight Training - Aircraft Liability in the amount of
$ 1,000,000 per occurrence to include Hull Coverage and Liability, Passenger
Liability in the amount of $100,000 per person (per passenger seat) and
Student/Renter Liability covering all users in the amount of $500,000 per
occurrence.
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 23
4. Specialized Commercial Flying (including crop dusting, seeding, and
spraying, banner towing and aerial advertising, aerial photography and
surveying, fire fighting, power line or pipe line patrol) - Aircraft Liability in
the amount of $1,000,000 per occurrence to include Hull Coverage and
Liability. In addition, Passenger Liability in an amount of $100,000 per
person (per passenger seat) shall be provided.
5. Aircraft Storage, Maintenance and/or Repair - Aircraft Liability in the
amount of $1,000,000 per occurrence to include Hull Coverage and
Liability. In addition, Hanger Keepers Liability in the amount of
$500,000 per occurrence shall be provided.
The requirement for Hangar Keepers Liability shall not apply to individual
owner/operators whose primary use of the hangar space is the storage of their own
aircraft. The requirement does not apply to such individuals notwithstanding the fact that
they may, from time to time, permit the storage of non -owned aircraft in the hangar space
and charge a fee for the storage of such aircraft so long as such use is in the nature of a
rent -sharing agreement rather than a commercial aircraft storage business.
C. COVERAGE REQUIREMENTS. All insurance coverage shall comply with the
following requirements:
All liability policies shall be endorsed to include the City of Denton, and its
officers and employees as an Additional Insured with respect to Lessee's
operations. All all-risk property policies shall be endorsed to name the City
of Denton as a loss payee. All required insurance policies shall provide for a
minimum of 30 days written notice to the City of any cancellation of the
policy (10 days in case of non-payment of premium).
2. All insurance required by this Lease Agreement must be issued by a
company or companies of sound and adequate financial responsibility and
authorized to do business in the State of Texas. All policies are subject to
the examination and approval of the City's office of Risk Management for
their adequacy as to content, form of protection and providing company,
which approval shall not be unreasonably withheld.
1 Required insurance naming the City as an additional insured must be
primary insurance and not contributing with any other insurance available to
the City whether from a third party liability policy or other. Said limits of
insurance shall in no way limit the liability of the Lessee hereunder.
4. The Lessor shall be provided with a copy of all such policies and renewal
certificates. 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 Agreement.
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 24
XIV. DEFAULT BY LESSEE AND LESSOR
A. E V l ANTS OF DEFAULT OF LESSE'E. The term "Event of Default", as used
herein, shall mean the occurrence of any one or more of the following events:
I.Failure of Lessee (i) to pay any installment of rent or any other
sum payable to Lessor hereunder on the date that same is due and such failure shall
continue for a period of ten (10) days after Lessee receives written notice thereof from
Lessor; or (ii) to pay or cause to be paid ad valorem taxes, utilities or insurance
premiums, or any other payment which Lessee is to make under this Lease Agreement, in
either case, on the date that same is due and such failure shall continue for a period of
fifteen (15) days after Lessee receives written notice thereof from Lessor; provided,
however, that if Tenant cannot reasonably cure such nonperformance within fifteen (15)
days, Tenant shall not be in default if it commences cure within said fifteen (15) days and
diligently pursues the same to completion, with completion occurring in all instances
within thirty (30) days. Notwithstanding anything to the contrary set forth in this
XIV.A.l., Lessor shall not be required to provide Lessee with any additional notices for
monetary defaults if during any twelve (12) month period during the term of this Lease
Agreement, Lessor has previously provided two (2) such notices.
2. Lessee shall become insolvent, apply for or consent to the appointment of a
receiver, trustee, custodian, intervenor, liquidator or other similar official of
itself, the Leased Premises, or all or substantial part of Lessee's assets,
make a general assignment for the benefit of creditors, or commence a
voluntary case or action under any applicable bankruptcy, rehabilitation,
insolvency or other similar law now or hereafter in effect;
3. A court having jurisdiction of or over the Leased Premises or Lessee shall
enter a decree or order for relief in respect of Lessee in any case of
proceeding under any applicable bankruptcy, rehabilitation, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
trustee, custodian, intervenor, liquidator or other similar official for Lessee,
the Leased Premises, or all or a substantial part of Lessee's assets, or
ordering the winding up or liquidation of Lessee's affairs and such decree
or order shall remain unstaged and in effect for a period of sixty (60)
consecutive days;
4. Lessee shall make a transfer in fraud of creditors;
5. Abandonment or cessation of use of the Leased Premises for the purposes
leased by Lessee, as provided herein, for a period of thirty (30) consecutive
days, provided that the Lessor has sent at least thirty (30) days prior written
notice to the Lessee of such abandonment, and Lessee has failed to reenter
the Leased Premises and begin use of the Leased Premises for the purposed
leased by Lessee, and has failed to maintain the Leased Premises and make
rent payments, as provided herein. If Tenant maintains the Leased
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 25
Premises in good working order and condition, and makes rent and other
payments due under this Lease as herein provided, then although the
Leased Premises may be empty, it shall not be considered to be abandoned;
6. Lessee fails to punctually and properly perform, keep or observe any of the
terms, covenants, agreements or conditions herein contained and such
failure shall not be cured within thirty (30) days after written notice thereof
to Lessee, unless a shorter notice period, or no requirement of notice, is
otherwise specifically prescribed herein; and provided, however, that if the
nature of Lessee's obligations is such that more than thirty (30) days or
more than such shorter period is reasonably required for performance, then
Lessee shall not be in default if Lessee commences performance within
such thirty (30) days or such shorter period, and thereafter diligently
prosecutes the same to completion.
1 In the event of an Event of Default by Lessee, if such Event of Default
shall be continuing after the applicable notice of default period provided in
this Lease Agreement, if applicable, Lessor may declare this Lease
Agreement, and all rights and interests created by it, terminated. Lessor, at
its option, may resume possession of the Leased Premises and re -let them
for the remainder of the Term at the rent obtainable for the account of
Lessee, who shall make good any deficiency therein. Lessor shall take all
reasonable efforts to mitigate its damages in the Event of Default by
Lessee.
2. Any termination of this Lease Agreement shall not relieve Lessee from the
obligation of paying any sum or sums due and payable to Lessor under the
Lease Agreement at the time of termination and/or any claim for damages
then or previously accruing against Lessee under this Lease Agreement.
Any such termination shall not prevent Lessor from enforcing the payment
of any such sum or sums or claim for damages by any remedy provided by
law, contract, equity, or otherwise, including without limitation,
recovering damages from Lessee arising from or related to any default
under this Lease Agreement. All Lessor's rights, options and remedies
under this Lease Agreement shall be construed to be cumulative, and no
one of them is exclusive of the other. Lessor may pursue any or all such
remedies or any other remedy or relief provided by law, contract, equity or
otherwise, whether or not expressly stated in this Lease Agreement.
3. In the event of an Event of Default by Lessee, Lessor may, but shall not be
required, remedy the Event of Default by any necessary action and, in
connection with such remedy, may pay expenses and costs related to such
curative efforts. In such event, Lessee shall pay Lessor for all sums
Airport Lease Agreement --City of Denton, Lessor/Denton Med Trans, Lessee - Page 26
reasonably expended or obligations reasonably incurred by Lessor in
connection with curing Lessee's default.
4. Lessor and Lessee agree that, for the purposes of posting notice prescribed
by Section 93.002 (f) of the Texas Property Code, the front door of the
Leased Premises is the entry doorway on the east side of the hangar to be
constructed at 4901 Lockheed Lane, Denton Enterprise Airport.
I
C. ENENTS OF DEFAULT 017 1.11A.SSM, The term "Event of Default", as used
herein, shall mean that Lessor defaults in performing any term, agreement or covenant
that Lessor is required to perform under the Lease Agreement, and such default shall not
be cured within sixty (60) days after written notice thereof to Lessor describing with
specificity the claim of default, along with all required actions of Lessor to cure such
default, and subject to Force Majeure. It is expressly agreed and stipulated that until such
notice of default is provided, and such cure period has expired, no such act or event shall
be deemed an Event of Default by Lessor hereunder.
D. REMEDIES ON DEFAULT BY LESSOR. If Lessor defaults in performing any
term, agreement or covenant that Lessor is required to perform under this Lease
Agreement, Lessee may, after notice to Lessor, as provided in Section XIV.C., remedy
the Event of Default by any necessary action and, in connection with such remedy, may
pay expenses. Lessor shall pay Lessee all sums reasonably expended or reasonable
obligations incurred by Lessee in connection with remedying Lessee's default, so long as
such claimed default is an Event of Default hereunder. Lessee may, if not so reimbursed,
deduct the costs and expenses from rent subsequently due under this Lease Agreement
and/or may terminate this Lease Agreement at Lessee sole option.
Lessee, subject to the terms hereof, may terminate this Lease Agreement and its
obligations hereunder, by providing thirty (30) days written notice, upon or within thirty
(30) days after the assumption or recapture by the United States Government, or any
authorized agency thereof, of the operation of the Airport and the Leased Premises, to the
resulting extent that the uses of the Leased Premises, as prescribed in this Lease Agreement,
cannot effectively and practicably be operated by Lessee, in the reasonable judgment of
Lessor. If this Lease Agreement is terminated by Lessor during the first twenty (20) years
of the Lease Tenn, then Lessor shall reimburse Lessee for the then unamortized value of the
Lessee Improvements, including any Additional Improvements, based on a twenty (20) year
straight-line depreciation from the Effective Date until the date of termination of this Lease
Agreement. The reimbursement provisions of this paragraph do not apply if the Leased
Premises and/or Airport are (i) leased pursuant to the United States or agency thereof
pursuant to paragraph I.F.3. or (ii) operated, managed, and/or leased by the United States or
agency thereof in the event of a declared national or regional emergency.
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 27
XVI. MISCELLANEOUS PROVISIONS
A. ENTIRE AGREEMENT. This Lease 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 duly authorized and signed by both parties.
B. BINDING EFFECT. All covenants, stipulations and agreements herein shall run
with the land and extend to, bind and inure to, the benefit of the legal representatives,
successors and assigns of the respective parties hereto.
C. SEVERA1311,1TY. If a provision hereof shall be finally declared void or illegal by
any court or administrative agency having jurisdiction, the entire Lease Agreement shall not
be void; but the remaining provisions shall continue in effect as nearly as possible in
accordance with the original intent of the parties.
D. NOTICE. Notices or other communications required or permitted to be given under
this Lease Agreement must be (i) given in writing and personally delivered or mailed by
prepaid certified or registered mail, return receipt requested, or by nationally recognized
overnight courier service; or (ii) transmitted by telephonic facsimile, as follows:
1. If to Lessor, addressed to:
City Manager
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Fax No.940.349.8596
Ph: 940-349-8309
Email: jennifer.walters@cityofdenton.com
With copies to:
Airport Manager
5000 Airport Road
Denton, Texas 76207
Fax No. 940-349-7289
Ph: 940-349-7736
Email: julie.mullins@cityofdenton.com
City Attorney
215 E. McKinney
Denton, Texas 76201
Fax No. 940.382.7923
Ph: 940-349-8336
Email: anita.burgess@cityofdenton.com
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 28
2. If to Lessee, addressed to:
Denton Med Trans, LLC
25528 Genesee Trail Road
Golden, CO 80401
Attn: Ben R. Doud
Ph: 303-462-3604; cell: 303-881-2410
Email: ben@doudbts.com
With a copy to:
Lease Manager
25528 Genesee Trail Road
Golden, CO 80401
Ph: 303-462-3604
Email:rr �ksllat°��:
And, so long as the AMGH Sublease is in effect, with a copy to:
Air Medical Group Holdings, Inc.
1001 Boardwalk Springs Place
Suite 250
O'Fallon, MO 63368
Attn: General Counsel
Ph: 866-587-0504
Email: thomas.cook@amgh.us
Any notice provided herein shall be deemed to have been given (whether actually
received or not) on the day it is personally delivered as aforesaid, if mailed, on the third day
after it is mailed as aforesaid, if by nationally recognized overnight courier service, on the
first business day after it is mailed as aforesaid, or, if transmitted by telephonic facsimile, on
the day such notice is transmitted, whichever is earliest to occur. Any party may change its
address for the purposes of this Lease Agreement by giving notice of such change to the
other parties pursuant to this Section XVI.D.
E. HEADINGS. The headings used in this Lease Agreement are intended for
convenience of reference only and do not define or limit the scope or meaning of any
provision of this Agreement.
Airport Lease Agreement -City of Denton, Lessor/Denton Meed Trans, Lessee - Page 29
DISTRICT OF TEXAS.
G. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant
or term of this Lease Agreement may be treated as a waiver of any subsequent default or
breach of the same or any other covenant or term of this Lease Agreement.
H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties
agree that Lessee shall not in any event be deemed an agent or employee of the Lessor, nor
shall this Lease Agreement be construed to create or constitute a joint enterprise.
I. FORCE MAJEURE. None of the Parties shall be in default or otherwise liable for
any delay in or failure of performance under this Lease Agreement if such delay or failure
arises by any reason beyond their reasonable control, including any act of God, any acts of
the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots,
failures or delay in transportation or communications. However, lack of funds shall not be
deemed to be a reason beyond a party's reasonable control. In the event either party hereto
is not able to perform under this Lease Agreement due to an alleged event of force majeure,
as set forth herein, such party shall provide notice to the other party, on or before fifteen (15)
calendar days after the occurrence of such event (i) specifically describing such force
majeure event; (ii) describing with specificity the acts to be taken by the party claiming
force majeure to remedy the force majeure event; and (iii) the estimated time to remedy the
force majeure event. In the event the notice as set forth herein is not provided it shall be
deemed for all purposes that no such force majeure event has occurred.
J. RELEASE OF LESSOR. If Lessor sells or transfers all or part of the Leased
Premises and as a part of the transaction assigns its interests as Lessor in this Lease
Agreement to a party who assumes the obligations of the Lessor hereunder in writing, then
as of the effective date of the sale, assignment or transfer, Lessor shall have no further
liability under this Lease Agreement to Lessee, except with respect to liability matters that
have accrued and are unsatisfied as of such date. Underlying this release is the parties'
intent that Lessor's covenants and obligations, express and implied, under this Lease
Agreement will bind Lessor and its successors and assigns only during and in respect of
their successive periods of ownership of the underlying fee estate of the Leased Premises.
K. LESSEE REFERENCES. In the event reasonably requested by Lessor, Lessee
shall deliver, from time to time as requested, credit and banking references as Lessor may
reasonably request, during the term of this Lease Agreement, but not more than one during
any lease year.
L. MF1'M(-'WAN[)tJM OF LE1ASF`,. Upon request of either party hereto, the parties
shall execute a Memorandum of Lease for the purpose of imparting to the public notice of
the existence of this Lease Agreement, and/or its subsequent amendment, modification or
early termination, to be filed in the Real Property Records of Denton County, Texas.
M. AIRPORT SPONSOR. Notwithstanding any provision contained herein to the
contrary, Lessor may limit or temporarily obstruct access to the Leased Premises and/or
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 30
PtAlic Arm-iftke , ciziectitz %1�itk (ir 7Azt-.f a evextstccuri7g ?t tke Aiv,.F:4.
Lessee stipulates that Lessor shall have such right to limit or temporarily obstruct such
gents and emnloyees from
any losses, damages or claims of any kind or type that Lessee may have related to such
limited or obstructed access. Unless this Lease Agreement otherwise allows such
obstruction or Lessor and Lessee otherwise agree, Lessor shall not completely obstruct
access to the Leased Premises for a period in excess of twenty-four (24) consecutive hours
related to such special events. Lessor shall give Lessee as much prior notice as is reasonably
possible under the circumstances prior to any such closure.
N. SUBLESSEES AND ASSIGNEES. In the event this Lease Agreement provides
applicability of any of its provisions to sub -lessees or assigns, such provision shall be
deemed to mean solely the sub -lessees or assignees of Lessee, as may be permitted by
Lessor.
O. TIME OF ESSENCE. It is expressly agreed by Lessor and Lessee that time is of the
essence with respect to this Lease Agreement.
- December TVIL-
P. CONTINGENCIES. This Lease Agreement is expressly contingent on: (a) the
execution on or by N 1, 2016 by Air Medical Group Holdings, Inc. of a Lease
Agreement for a Building comprising hangar and office space (the "Building Lease") that is
to be constructed on the Leased Premises by Lessee herein, and (b) the execution on or by
10 Sublease as herein
November 1, 2016 by Air Medical Group Holdings, Inc. of the � A%
identified. If the Building Leas;eand the AMGH Sublease ;ono executed on or before
November 1, 2016, this Lease A eement, will terminate with no further action required by
either party hereto, and with urther obligation of either party to the other.
Z 16-W11h'o b y 0e c e, mbe, v I . 'LO I ra, 7n -n
Q. EXPIRATION OR TERMNATION OF BUILDING LEASE. If the Building
Lease expires or is terminated, rent and other payments due under this Lease Agreement
shall be suspended until Tenant under the Building Lease, or a new tenant, takes possession
of the Premises (as defined in the Building Lease). All other obligations of Lessee shall
remain in place.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the
Effective Date first above written.
FGARN�b 5�6,1 •
BY:
. ......... . ..... __ . ..... -
INTERIM CITY MANAGER I
Airport Lease Agreement-:ity of Dentwt, Lessor/Denton Mecl TLans, Le5iee - Paige 31,
ATTEST:
MAJIFE.V., Wg.,��S-.QITY--SECRETARY
BY: 0 q44o I
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 32
WATO 114 0 161110 a a pit] 0 1 a kq N
FJWI��r
`]'his instruniciit was acknowledged before iiie on the day of16, by
Howard Martiji, Interim City Manager ol"the City of I)e1iton, JvUas, (Win bcha`-101fof said
municipality.
HAAMMONEMNEE • • •
�1,
NOVRy P . LIC, STATE OF TEXAS
.Lf -
']'his instrLi tnent was ackilowl edged before me on the day of
, on behalf of Denton Med Trans, LLC.
NOTARY PUBLIC, STATE OF
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 33
JENN IF ER K,;V7ALfiR,13
NpvTAF,,.Y PUB LIC-STA11- OF fEKAS
COMM, EXP 12-19-2018
NOTARY ID 1117 511
HAAMMONEMNEE • • •
�1,
NOVRy P . LIC, STATE OF TEXAS
.Lf -
']'his instrLi tnent was ackilowl edged before me on the day of
, on behalf of Denton Med Trans, LLC.
NOTARY PUBLIC, STATE OF
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 33
ATTACHMENT 66A99
Legal Description of the Leased Premises (attached)
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 34
Attachff
CL
4t
lot I I I 1'b 1
4m LunooAsm
I
P'� 4 f ��
ATTACHMENT "B"
Legal Description)
escription of the Option Premises (attached)
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 35
ATTACHMENT "C"
Plans & Specifications (attached)
Airport Lease Agreement -City of Denton, Lessor/Denton Med Trans, Lessee - Page 35
ATTACHMENT "C"
To Airport Lease Agreement
Plans and Specifications
Air Medical Group Holdings, Inc. — Denton, TX
Engineering, Architecture, Permitting & Insurance, All As Needed or Necessary
General Pre -Construction Costs:
• Architecture/Design (Allowance) $94,800.00
• Permitting (Allowance) 31,600.00
• Allowance for Landscaping & Irrigation 25,000.00
• Monument Sign Allowance 7,500.00
Site Work
• Municipal Water (Assumes Water to Property Line)
Complete
• Municipal Sewer (Assumes Sewer to Property Line)
Complete
• (2) 4" Telephone Conduits to Property Line
Complete
• 650 If 6' Chain Link Fence w/(2) Drive and 2 Walk Gate
Complete
• Site Lighting Allowance for 6 Light Poles
Complete
• Lighting to Achieve Minimum of 3fc
Complete
• Structural fill to Stabilize Building Pad & Parking Areas
Complete
• 25,652 sf of Asphalt Parking Lot (ADA Compliant) (105 spaces)
Complete
• 255 If 6' Wide Sidewalk
Complete
• 4400 sf Concrete Apron for Hangar
Complete
1500 sf Concrete Ramp to Helipad
Complete
• 200 sf Concrete Generator Pad (Generator by Others)
• 100 X 100 (10,000 so w/26' Sidewall
• Structure to be Pre -Engineered Steel Super Structure
• Walls to be 8" Split Face Block (Color by Tenant) Complete
• (4) 30 x 70 Exterior Walk Doors Complete
• (4) 30 x 70 Interior Walk Doors Complete
• (1) 60' X 20' Rolling Hangar Door w/Operator Complete
a Roof to be 45 Mil, Mechanically TPO Roof w/20 Warranty Complete
0 Interior Block Walls Sealed & Painted Per Tenant Color Selection Complete
HVAC
• Tube Type Radiant Heater Sized For Local Conditions Complete
• (5) Domestic Hose Bibs
Complete
• (1) Mop Sink
Complete
• (1) 10 -Gal Electric Hot Water Heater
Complete
• (2) Floor Drains
Complete
• (1) Oil Water Separator
Complete
• Hangar Restrooms to be Located in Office Building w/Access to
Complete
Hanger
Complete
• (1) Eye Wash Sink
Complete
• Gutters and Down Spouts
Complete
Electrical
• (7) Quad Convenience Outlets
Complete
• LED High -bay Lighting to Provide Minimum 30 fc
Complete
• (6) 250 w Equivalent LED Exterior Wall Packs
Complete
• Emergency Exit Lighting Per Code
Complete
• (2) Disconnects for Power Hanger Door
Complete
• (2) Disconnects for Tenant Supplied GPU's
Complete
• 4 Ea. Data & Phone Boxes (Wiring by Others)
Complete
• LED Light Above Each Walk Door
Complete
• Floor 6" 4000# Concrete w/#5 Bar 18" OC (Optional White Concrete)
Complete
• Interior Block Walls Sealed & Painted Per Tenant Color Selection
Complete
• 21,600 SF Structure to be Pre -Engineered Steel Super Structure Complete
• Exterior Walls to be 2x6 Structural Steel Studs Complete
• Exterior Walls to be Split Face Block or Brick Wainscot with EFIS
Block/Brick/EFIS per Tennant Selection Complete
• Allowance of $15,000 for Vestibule Entry Complete
ip Complete Wrap Around Glass Window System, Fixed Pane, Double Pane
Low "E" Glass 4' High Complete
Office Build -Out
• Standard 2x4 & 2x6 Steel Framed Partitions with 5/8 Type X Drywall &
textured with 1 Coat of Primer and 2 Coats of Latex Paint (Color
Selection by Tenant) Complete
• Floors will be 4" Think Reinforced Concrete Complete
•ilin s: Ceiling Height of 9' aff, All Office Areas Will Have 2x2
Complete
Drop in Tile with Grid System, Pattern TBD, Allowance of $1.25 psf
Complete
• Doors: All Walk & Interior Passage Doors will be 30 x 71 Solid Core
Complete
Slabs Stained, with Metal Frames Painted per Tenant Selection
Complete
• Door Stops, Closers & Panic Bars, as Needed or Required.
Complete
• All Exterior Doors (Except Main Entrance) to be Insulated Steel
Complete
Painted per Customer
Complete
• Trim: All Office Areas to be 4" Rubber Base, Color Selection by
Complete
Tennant
Complete
• Restroom & Break Room to be C Tile
Complete
• Floor Coverings. All Areas will have an Allowance of 2.50 psf for
Complete
Tennant Selected Floor Coverings. The type, e.g. Carpet, VCT or
Ceramic Tile will be Selected by Tennant from Samples within
the Allowance Range Provided by Doud BTS.
Complete
• Mirrors: Rest Rooms will Have a 24" x 30" Mirror Above Each
Complete
Lavatory
Complete
• (1) Kitchen Type Sink w/Faucet (Break Room)
Complete
(2) Bar Sink for Conference Room & Lobby
Complete
(6) Wall Mount Lavatory Sinks
Complete
(12) Floor Mount Water Closets w/Standard Flush Valves
Complete
(5) Wall Mount Urinals w/Standard Flush Valves
Complete
(2) 10 -Gal Electric Water Heaters
Complete
(4) Exterior Hose Bibs
Complete
• (1) Janitors Mop Sink
Complete
• Fire Sprinkler System
Complete
Electrical
Building Service to be 800 AMP 277/408 Three Phase
Complete
• All Office Areas to have 50 fc of Lighting — Primarily
2X4 Troffer Type LED Drop-in Fixtures with Some Can Accent
Lighting in Lobby and Conference Room
Complete
Each Exterior Door to have "Down" Lighting above the Door
Complete
• (2) Quad 110 Convenience Outlets in each Office with Open Areas
& Hallways per NEC
Complete
(2) Data/Phone boxes in Each Office (Wiring & Devices by Others)
Complete
• Outlets above Counter in Break Room and Conference Room
Complete
Millwork
• Allowance for $5500.00 for Receptionist Desk & Decor Complete
• 8' Upper & Lower Cabinets for Conference Room Complete
8' Upper & Lower Cabinets for Break Room Complete
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