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WHEREAS, The City of Denton, Texas, a municipal corporation, and Denton Med
Trans, LLC, a Texas limited liability company, entered into that certain ground lease, entitled
Airport Lease Agreement Commercial Operatar dated November 1, 2016 far the property
located at 2200 Westcourt Road at Denton Enterprise Airport (Leased Premises); and,
WHEREAS, Air Medical Group Holdings, Inc. (Subleasee) desires to sublease the
Leased Premises from Denton Med Trans, LLC; and;
WHEREAS, the City Council deems it in the public interest to approve this sublease of
Airport property; NOW, THEREFORE,
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SECTION 1. The City Manager or his designee is hereby authorized to execute an
approval of sublease for the property located at 2200 Westcourt Road at Dentan Enterprise
Airpart originally leased to Denton Med Trans, LLC under terms and conditions as described in
the Sublease Agreement between Dentan Med Trans, LLC and Air Medical Group Holdings, Inc
which is attached to and made a part of this ordinance for all purpases and to exercise all rights
and duties of the City of Dentan under the Airport Lease Agreement.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
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BY: � � � �,. �
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered
into this 26th day of October, 2016 by and among Denton AAed Trans, LLC, a Wyoming
limited liability company ("Sublessor"), and Air Medical Group Holdings, Inc., a
Texas corporation ("Sublessee")� and The City of Denton� Texas, a municipal
corporation ("Lessor").
WITNESSETH
WHEREAS, The Ctty of Denton, Texas, a municipal corporation, and
Denton Med Trans, LLC� a Texas limited liability company entered into that certain
ground 1�a� }�n��tt��, ° AIRPORT LEASE AGREEMENT COMMERCIAL OPERP►TOR"
dated I� ��� 0� _� (When this date is ascertained, the parties shall enter
into an A�d r�e d�m to Lease setting forth such date and said date shall be inserted in the
foregoing space) (the "Ground Lease", the current draft of which is attached hereto as
Exhibit "A"), and covering and describing oertain premises located at 2200 Westcourt
Road at the Denton, Texas airport described therein (the "Leased Premises"). The City
of Denton, Texas is "Lesso�' and Denton Med Trans, LLC is "Lessee" under the Ground
Lease.
WHEREAS, Air Medical Group Holdings, Inc. ("Sublessee") desires to
sublease the Leased Premises from Denton Med Trans, LLC ("Sublessor" herein) on
the terms and conditions hereinafter set forth; and
WHEREAS, Air Medical Group Holdings, Inc. has the right to sublease said
Ground Lease under Section XI., ASSIGNMENT OF LEASE of the Ground Lease upon
consent by Lessor, which consent has been given as is evidenced by Lessors signature
at the end of the Ground Lease and this Sublease; and
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged and confessed by all parties, Sublessor and Sublessee hereby agree
as follows:
(1) Subleased Premises. Sublessor hereby subleases to Sublessee�
and Sublessee hereby subleases from Sublessor, the Leased Premises located at 2200
Westcourt Road at the Denton, Texas airport� being more fully described in the Ground
Lease, Section II.A. LAND., and Attachment "A" thereto, a copy of which is attached
hereto as "Sublease Exhibit A" (the "Subleased Premises").
(2) Condition of Subleased Premises. Sublessee accepts the
Subleased Premises in its presently existing condition, on an "as-is"-"where-is" basis,
subject to Sublessor's obligation pursuant to the Ground Lease to construct
improvements thereon, and subject to Sublessors obligation to construct improvements
pursuant to the Lease Agreement by and befinreen Denton Med Trans, LLC (as "Landlord"
therein), and Air Medical Group Holdings� Inc. {as 'Tenant" therein) dated
Sublease-Denton, l]( alrport-Denton Med Trans-Alr Med Page i
, 2016 (When this date is ascertained� the parties shall enter into
an Addendum to Lease setting forth such date and said date shall be inserted in the
foregoing space) (the "Lease Agreement", the curnent draft of which is attached hereto
as "Sublease Exhibit "B"). Except as may otherwise be set forth in the Lease
Agreement, Sublessor makes no representation or warranty, either expressed or implied,
as to the condition or suitability of the Subleased Premises.
(3) Term. Subject to and on the terms and conditions hereinafter set
forth, and set forth in the Ground Lease, this Sublease shall have an initial term of fifieen
(15) years, commencing on the Rent Commencement Date (as such term is de�ned in
the Lease Agreement) and expiring fifteen years thereafter (the °Sublease Term").
Additionally� pursuant to the Lease Agreement, Sublessee has finro (2) options to extend
the term of the Lease Agreement for five (5) years each. Sublessee shall have two (2)
equivalent and coterminous renewal options under this Sublease. If Sublessee exercises
an option to renew under the Lease Agreement, Sublessee shall be deemed to have
automatically exercised an option to renew under this Sublease.
{4) Sublease 3ubject to Terms and Conditions of Ground Lease.
Capitalized terms used in this Sublease and not otherwise defined herein shall have
the meanings given to them in the Ground Lease. Except as otherwise expressly
provided herein, this Sublease is subject to all the terms, covenants, provisions, and
conditions of the Ground Lease. Effective as of the Rent Commencement Date, as
defined in the Lease Agreement, and except as othen�vise expressly set forth in this
Sublease, Sublessee shall have all of the rights and hereby assumes all of the obligations
of the "Lessee" under the Ground Lease to the extent the same, during the Temn of this
Sublease, apply to or affect the Subleased Premises; provided, however� that Sublessee
shall have no right to exercise any options available to Sublessor under the Ground Lease
without prior writte� permission ftom Sublessor, which shall not be unreasonably
withheld; no rights to exercise any rights of control or termination under the Ground Lease,
as all of the same are retained by Sublessor, and that Sublessee shall have no right to
make a�erations to the Subleased Premises� regardless of the cost or value of the same,
without the prior written consent of Sublessor and Lessor, which shall not be
unreasonably withheld� conditioned, or delayed (this section does not affect Sublessee's
rights to alter, modify or make additions to any Improvements made upon the "Premises°,
as defined in the Lease Agreement). Neither Sublessee nor Sublessor shall enter into
any amendment to or mod�cation of the Ground Lease without the p�ior written consent
of the other party, which consent shall not be unreasonably withheld, delayed� or
conditioned.
Notwithstanding anything in this Sublease or the Ground Lease to the
contrary� the following sections shall not apply to this Sublease and shall not be
obligations of the Sublessee hereunder, such obligations remaining obligations of the
Sublessor under the Ground Lease: (a) the obligation to construct the Lessee
Improvements as set forth in Sectlon II.D of the Ground Lease; (b) the obligation to make
and pay for utility connections set forth in Section II.F.2 of the Ground Lease; (c) the
obligation to pay any late payment fees or penalties set forth in Section IV.0 of the Ground
Lease� except to the extent such was caused by Sublessee's failure to timely pay Rent
Sublease-Denton, TX alrport-Denton Med Trans-Alr Med Page 2
hereunder; (d) any indemnification� remediation, or other liability or obligation of
Sublessor pursuant to Section V.B.11 or V.B.12 of the Ground Lease, but only to the
extent caused by action or omission of Sublessor or any of Sublessor's agents,
employees, or contractors; (e) construction requirements set forth in Sections VIII.B and
VI11.6.1 of the Ground Lease to the extent relating to Sublessors initial construction of the
Lessee Improvements; (fl any obligation to repair or reconstruct pursuant to Section XII
of the Ground Lease, except to the extent othervvise expressly set forth in the Lease
Agreement; (g) the obligation to maintain all-risk property insurance pursuant to Section
XIII.A.2 of the Ground Lease (but at Tenant's cost, pursuant to the Lease Agreement);
and (h) any obligation expressly assumed or retained by Sublessor as set forth in the
Lease Agreement. The obligations detafled hereln and elsewhere in the Ground Lease
are not intended to, and do not diminish or affect Sublessee's or Sublesso�s obligations
under the Ground Lease or the Lease Agreement.
(5) Rent. Rent and rent increases due during the Sublease Term shall
be paid pursuant to and as detailed in the Ground Lease� except that rent due from
Sublessee under this Sublease shall not commence until the Rent Commencement Date
(as therein defined) of the Lease Agreement. Sublessee has the option of paying
monthly rent and rent increases directly to Lessor, but shall contemporaneously provide
a copy of all such payments to Sublessor.
(6) Utilitles. Lessor's, Sublessor's and Sublessee's obligations related
to the provision and payment for services and utilities to the Subleased Premises is
govemed by the terms and conditions of the Ground Lease. Such abligations do not
affect the rights and obligations of Sublessor (as °Landlord") and Sublessee (as "Tenant")
under the Lease Agreement.
(7) Permitbed Use. Sublessee's obligations as to the permitted use of
the Subleased Premises is govemed by the Ground Lease and the Lease Agreement.
(8) Alterations. Except as set forth in the Lease Agreement, Sublessee
shall not make any alterations or additions to the Subleased Premises� without the prior
written consent of Sublessor and Lessor, which consent shall not be unreasonably
withheld, conditioned or delayed. Except for Sublessor's initial obligation to construct the
Lessee Improvements under the Ground Lease and Lessor's Work under the Lease
Agreement, any alterations or additions approved by Lessor and Sublessor and
pertormed by or on behaff of Sublessee shall be at Sublessee's sole cost and expense�
shall be perFormed promptly and shall be diligently prosecuted to completion in a good
and workmanlike manner in accordance with Applicable Law. All such fmprovements shall
become a part of the Subleased Premfses, except as otherwise provided for in the Ground
Lease, and shall be surrendered with the same upon the expiration or earlier termination
of this Sublease.
(9) Sublessee's Use and Compllance with Environmental Laws.
With respect to Sublessee's use and operation of the Subleased Premises, Sublessee
shall be subject to and shall comply with the provisions of Section V.B.12 and V.B.13 of
the Ground Lease and with the provisions of the Lease Agreement, at Sublessee's
Sublesse-Denton, TX airport �enton Med Trans-Nr Med Page 3
expense.
(10) Indemnlflcation. Subject to the waiver of subrogation provisions of
this Sublease, Sublessee agrees to and does hereby indemnify, defend, and hold
Sublessor and its Affiliates and Lessor and its Affiliates (as that term is defined below),
and their respective members, managers, partners, shareholders, principals, directors,
officers, representatives, employees, agents, and attorneys harmless from and against
any and all losses, damages� claims, demands, liabilities, causes of action, penalties,
fines, costs, and expenses (including, without limitation, court costs and reasonable
attorney's fees) of any kind or nature arising as a result of:
a. the occupancy and use of the Subleased Premises by Sublessee;
b. the conduct of Sublessee's business in or from the Subleased
Premises;
d. any act, omission, or neglect of Sublessee or Sublessee's Affiliates
(as that term is defined below), or their respective agents,
contractors, employees, or invitees on or affecting the Premises
and/or the Subleased Premises; or
e. any breach by Sublessee of this Sublease.
For purposes of this Sublease, Affiliate shall mean any person or
entity which controls, is controlled by, or is under common control with Lessor, Sublessor
or Sublessee as indicated.
As befinreen Sublessor and Sublessee, the waiver of subrogation provisions
of Section 13(b) of the Lease Agreement are incorporated herein by reference.
(11) Sublessee Even�s of Defaul� For purposes of this Sublease, a
Sublessee Event of Default is defined as:
a. The failure by Sublessee to make any payment of Rent or Additional
Rent, or any other monetary payment required to be made by Sublessee hereunder as
and when due,
b. The failure by Sublessee to comply with the terms� covenants,
conditions, or provisions of this Sublease and the Ground Lease that are to be observed,
complied with, or performed by Sublessee, other than those described in Paragraph 11
(a) above where such failure continues for the period proscribed in the Ground Lease,
subject to any cure period given in the Ground Lease.
(12) Sublesso�'s Remedies. Upon the occurrence of any Sublessee
Event of Default, Sublessor shall have all the rights and remedies available to Lessor
under the Ground Lease, available to Landlord under the Lease Agreement and
applicable law. Sublesso�'s remedies set forth herein are cumulative and in addition fo
Sublease-DeMon, 7X aErport-Denton Med Trans-Alr Med Page 4
any and all other remedies now or hereafter provided by Applicable Law.
Failure of Sublessor to declare any default immediately upon occurrence
thereof and any delay in taking any action in connection therewith shall not constitute a
waiver of such default, but Sublessor shall have the right to declare any such default at
any time prior to the default being cured and to take such action as might be lawful or
authorized hereunder, either in law or in equity.
(13) Quiet Enjoyment. Subject to the terms and conditions of this
Sublease, Sublessee shall peacefully have, hold, and enjoy the Subleased Premises for
the term hereof; provided that Sublessee timely and fully perForms all of its covenants,
duties, and obligations under this Sublease, without hindrance or interFerence from
anyone claiming by, through� or under Sublessor.
(14) Sublessor's Access to the Subleased Premises. Sublessor shall
have such rights to enter the Subleased Premises as are provided to the Lessor under
the Ground Lease and to Sublessor as the Landlord under the Lease Agreement. Any
such entrance on the Subleased Premises shall not unreasonably disrupt or disturb
Sublessee's use or quiet enjoyment of the Subleased Premises.
(15) Insurance. Throughout the Sublease Term, sections of the Ground
Lease governing Required Insurance, Additional Coverages and Coverage Requirements
shall apply to this Sublease and shall govem Sublessee's insurance obligations
hereunder; provided, however, that Sublessor, and not Sublessee, shall be responsible
for causing all contractors pertorming Lessee Improvements to obtain and maintain the
insurance required to be maintained in connection therewith and that Sublessor� and not
Sublessee, shall be responsible for maintaining the all-risk property insurance required to
be maintained pursuant to Section XIII.A of the Ground Lease (at Subiessee's cost,
pursuant to the Lease Agreement).
(16) Lessor and Thlyd Party Righfis. Sublessee acknowledges and
agrees that the Subleased Premises is part of the Denton, Texas airport, and as such
may be subject to regulatory oversight and control. Sublessee agrees to conform to all
such regulations and control as more particularly set forth in the Ground Lease. Lessor
and third parties have the rights and obligations detailed in the Ground Lease.
(17) Rights and Obligations of Sublessee. The rights and obligations
of Sublessee, its use of the Subleased Premises, required standards and pertormance of
certain actions by Sublessee, and compliance with certain weight limitations and runway
and taxi requirements are detailed in the Ground Lease. Sublessee has a complete copy
and actual notice of the Ground Lease.
(18) Asslgnment or Sublease. Sublessee shall not have the right or
power to assign this Sublease without the prior written consent of Sublessor; provided,
however� that in the event of any assignment or sublease by Sublessee that is permitted
without consent under the Lease Agreement or to which Sublessor consents under the
Lease Agreement, Sublessor shall be deemed to have c�nsented to a like sublease or
Sublease-Denton, TX sUport-Denton Med Trans-Air Med Page 5
assignment under this Sublease; however, any such assignment is expressly subject to
the requirements of Section IX. of the Ground Lease. Any attempted assignment or
sublease by Sublessee in violation of this Sublease or the Lease shall be null and void
and shall, at the election of Sublessor, constitute a default by Sublessee under this
Sublease.
(19) Surrender. Upon the expiration of the Sublease Term, Sublessee
shall peaoeably and quietly surrender the Subleased Premises to Sublessor in
substantially the condition the Subleased Premises were in on the Rent Commenoement
Date� subject to reasonable wear and tear, casualty loss, condemnation and other matters
beyond Sublessee's control. If Sublessee fails to do any of the foregoing, Sublessor, in
addition to other remedies available to it at law or in equity, may enter upon, reenter,
possess and repossess the Subleased Premises, without breach of the peace, and may
dispossess and remove Sublessee and all persons and property from the Subleased
Premises. Such dispossession and removal of Sublessee shall not constitute a waiver by
Lessor of any claims against Sublessor or Sublessee or by Sublessor against Sublessee,
(20) Holding Over. If Sublessee does not surrender possession of the
Subleased Premises upon the expiration of the Sublease Term, then at the election of
Sublessor and with the written consent of Lessor, Sublessee shall be a Sublessee-at-
sufferance of Sublessor, and the rental for each day during the period of such holdover
shall be 150% of the Rent prevailing hereunder (determined on a daily basis) immediately
prior to such expiration or termination.
(21) Non Waiver. Neither the acceptance by Sublessor or Lessor of any
Rent or other payment hereunder, whether or not any default hereunder by Sublessee is
then known to Sublessor or Lessor, or any custom or practice followed in connection with
this Sublease shall constitute a consent or wafver of any rlght or obligation by either party.
Failure by any party to complain of any action or non-action on the part of any other or to
declare another in default, irrespective of how long such failure may continue, shall not
be deemed to be a waive� of any rights hereunder. Except for the execution and delivery
of a written agreement expressly accepting surrender of the Subleased Premises, no act
taken or failed to be taken by either party shall be deemed an acoeptance or surrender of
the Subleased Premises.
(22) No Partnership. Nothing contained herein shall be deemed or
construed by the parties hereto, nor by any third party, as cresting a relationship between
the parties hereto other than the relationship of Sublessor and Sublessee.
(23) Survlval of Obligations. All obligations of Sublessor and Sublessee
which by their nature involve pertormance of any kind extending past the expiration or
earlier tenrination of this Sublease, or which cannot be ascertained to have been fully
performed until after the end of the Sublease Term, shall survive the expiration or earlier
termination of this Sublease.
(24) Securlty. Sublessee hereby acknowledges that Sublessor has made
no representation or warranty, express or implied, with negard to the existence� nature or
Sublease-Denton, TX alrport-Denton Med Trans-Alr Med Page 6
sufficiency of any guard service or other security measures for the benefit of the
Subleased Premises. Sublessee recognizes, stipulates and agrees that Lessar and
Sublessor shall have no obligation whatsoever to provide guard senrice or other security
measures for the benefit af the Subleased Premises. Sublessee assumes all
responsibility for the pratection af Sublessee, its employees, agents, invitees and
customers and the property of Sublessee and its employees, agents, invitees and
customers from acts of third parties.
(25) Time is of the Essence. Time is of the essence with respect to all
obligations to be performed hereunder.
(26) Fees and Expenses. In the event that Lessor, Sublessor or
Sublessee shall file any proceeding in connection with this Sublease, the prevailing party
shall be entitled to abtain its attarneys' fees, accountants' fees, caurt cost and interest
fram the other party.
(27) Governing Law. This Sublease shall be governed by and construed
in accardance with applicable rules and laws of � the State of where the Subleased
Premises is lacated, without regard to the conflicts of laws principles thereaf.
(28) Communications from Lessor. Sublessor will forward to
Sublessee, within five business days of receipt thereof, copies of any cammunicatians
received from Lessor pertaining to the Subleased Premises. Sublessee will likewise
forward to Sublessor, within five (5) business days of receipt thereof, copies of any
communications received from Lessor pertaining to the Subleased Premises.
(29) Notices. Any notice or other cammunicatian to any party required
or permitted to be given under this Sublease must be in writing and shall be effectively
given if delivered pursuant to notice requirements detailed in the Ground Lease.
If to Sublessor: Denton Med Trans, LLC
25528 Genesee Trail Road
Golden, CO 80401
Attn: Ben R. Doud and Marilee Neff Daud
Ph: 303-�62-3604; cell: 303-881-2410
EmaiL•������������.����;
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� With a copy to:
Lease Manager
25528 Genesee Trail Road
Golden, CO 80401
Ph: 303-462-3604
Email: leasemanager@doudbts.com
If ta Sublessee: Air Medical Group Holdings, Inc.
209 State Highway 121 Bypass, Suite #21
Lewisville, TX 75067
Sublease-Denton, TX airport-Denton Med Trans-Air Med Page 7
Attn: Fred Buttrell, President
Ph: 972-458-4919
Email: fred.buttrell(�med-trans.net
with a mandatory 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
If to Lessor: City Manager
City of Denton
215 E. McKinney Street
Denton, TX 76201
Ph: 940-349-8309
Email: jennifer.waltersQcityofdenton.com
With copies to:
Airport Manager
5000 Airport Road
Denton, TX 76207
Ph:940-349-7736
Email: julie.mullins�cityofdenton.com
City Attorney
215 E. McKinney Street
Denton, TX 76201
Ph: 940-349-8336
Email: anita.burgess�cityofdenton.com
All notices of default sent by Sublessor to Sublessee shall be sent
contemporaneously to Lessor.
� (30) Successors and Assigns. This Sublease shall be binding upon and
shall inure to the benefit of Lessor, Sublessor and Sublessee and their respective heirs�
successors� and assigns.
(31) Entire Agreement. This Sublease contains the entire agreement
between Lessor, Sublessor and Sublessee pertaining to the Subleased Premises and
fully supersedes all prior agreements and understandings between Sublessor and
Sublessee pertaining to such Subleased Premises, provided that this Sublease does not
supersede, change� or alter the Ground Lease as it pertains to Lessor and Sublessor� or
the Lease Agreement as it pertains to Sublessor and Sublessee.
Sublease-Denton, TX alrport-Denton Med Trans-Air Med Page 8
(32) Severability. If any provisions of this Sublease are determined by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this
Sublease shall nonetheless remain in full force and effect.
(33) Amendment and odification. This Sublease cannot under any
circumstance be modified orally, and no agreement shall be efFective to waive� change�
modify, or discharge this Sublease in whole or in part unless such agreement is in writing
and is signed by Sublessor, Sublessee, and Lessor.
(34) Paragraph Headings. Captions and paragraph headings contained
herein are for convenience only and shall not be considered in interpreting or construing
this Sublease.
{35) Termination of Lease Agreement. Should the Ground Lease or
the Lease Agreement terminate or not be fully executed, this Sublease shall terminate
contempora�neously with any such termination. The effectiveness of this Sublease is
expressly conditioned upon the parties reaching agreement as to the final forms of the
Ground Lease and the Lease Agreement.
(38} Certain Ground Lease Matters.
(a) Sublessee and Sublessor each acknowledge and agree that the
other shall not be responsible for a breach of any of the representations and warranties
of the Lessor under the Ground Lease. Sublessor and Sublessee each covenant to
cooperate with the other in seeking to obtain the performance of Lessor under the Ground
Lease; all reasonable costs incurred in pursuing such rights against Lessor shall be bome
(i) solely by Sublessee in any circumstance where only Sublessee (and not Sublessor)
seeks such specific perFormance� (ii) solely by Sublessor in any circumstance where only
Sublessor (and not Sublessee} seeks such specific performance, and (iii) jointly by
Sublessor and Sublessee (on a 50/50 basis) in all other instances. If, notwithstanding the
foregoing provisions, Sublessor or Sublessee elects not to take action, whether legal
action or othervvise, for the enforcement of its rlghts against Lessor, Sublessee and
Sublessor shall have the right to take such action, each in their own name. For that
purpose and only to such extent, and under the specific circumstances detailed henein, if
Sublessee takes such action in its name, all the applicable rights of Sublessor under the
Ground Lease with respect to the Subleased Premises shall be and are hereby conferred
upon and assigned to Sublessee (subject to any rights regarding same given to Lessor in
the Ground Lease), and Sublessee shall be subrogated to such rlghts to the extent they
apply to the Subleased Premises.
(b) Upon the written request of Sublessee, and if all applicable
prerequisites in the Ground Lease and the Lease Agreement are met, and Sublessee is
not in default of any term of the Ground Lease and Lease Agreement, Sublessor shall
request any applicable abatement or termination right available to Sublessor by reason
of any damage or destruction of the Building or any part thereof� or the failure of any
service under the Ground Lease, and shall use reasonable efforts to obtain the same
from the Lessor and pass a proportionate share thereof through to Sublessee.
Sublease-Derrton, TX alrport-Denton Med Trans-Nr Med Page 9
(c) Sublessor and Sublessee each covenant and agree that� without the
written consent of the other, it will not hereafter enter into any amendment or mod�ication
of the Ground Lease that will either increase the financial obligations of the other
hereunder or adversely afFect the others rights� powers or privileges hereunder or
adversely affect the priority of this Sublease. Sublessor and Sublessee each covenant
and agree that it will not do or cause to be done or suffer or permit any act or thing to be
done which could reasonably be expected to cause the Ground Lease or the rights of
Sublessor, or of Sublessee as subtenant hereunder, to be cancelled, terminated or
forfeited and to indemnify and hold harmisss the other of, from and against any and all
liabil�ies, losses, damages, suits, penalties, claims and demands of every kind or nature
(including, without limitation, reasonable attorneys' fees and disbursements and
expenses of defense and of enforcing this indemnity) by reason of the other's failure to
comply with the foregoing or from any work or thing whatsoever or any condition created
by or any other act or omission of the other, or its employees, agents, servants� contracts,
visitors or licensees in or about the Subleased Premises, except to the extent any such
loss, damage, suit� penalty, claim or demand is caused by an act or omission of the other
or of Lessor.
(d) In the event of any default on the part of Sublessor or Sublessee
under any of the terms, covenants, conditions� provisions or agreements of the Ground
Lease or of this Sublease, in either case, beyond any applicable notice and graoe pe�iod
(as described in the Ground Lease, and as modified by this Sublease)� Sublessee and
Sublessor shall have all rights and remedies at law or in equity against the other,
including, but not limited to, such rights and remedies as are available to Sublessee or
Sublessor against the other under the provisions of the Ground Lease� as incorporated
herein.
(e) If the Ground Lease temninates as a result of a default or breach by
Sublessor or Sublessee, then the defaulting party shall be liable to and indemniiy the
other from the damage suffered as a result of such termination.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
SIGNATURES ON FOLLOWING PAGE
Sublease-Denton, TX alrport-Denton Med Trans-Alr Med Page 10
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SUBLESSOR: Denton Med Trans, LLC
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By. ����� �'�" ��� ,��� �� ���"�� �°� �� �'` ���� ''�,� Dated: � � � �.�
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Interim City Manager
ATTEST:
Jennifer Walters� City Secretary
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Sublease-DeMon, TX eirport-Denton Med Trens-Alr Med Page 12
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S i� L J.a oi �`� W
COUNTY OF DENTON
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KNOW ALL MEN BY THESE PRBSENTS:
WFIEREAS, Denton Med Trans, LL.C, a Texaa limited liability comgany, whafse rnailing
s is ����� ����� �"�i � � �� t("Sublessor'�; Air Medi.cal Gmup
Holdings, I�., a Delawara Corparation, whose rnailing a�ddrress is �� �iat� �i 6v�v� 1� 1
� s. �w�� ��� �e�v��r�l�� '� 7���7 ("Sublessee'�; and The Gity of Den4on, Texas, a
municipal corporation, whose mailing adc�+ess is 215 E. McKi�cy Street, Denton, Texas 76201
("Lessor") enttred into t�at certain Sublease A nt dstod October 26, 2016 (the "Sublease
A�r ��'�� ui which Sublessar to subleaso afl or a part a£ the real and
impmr���r�� lacated at 2200 Westcourt Road at the Denton, T�� Airport, as mot+e fully
de�a� an Exhibit A, attacbed hereto {the "Leesed Promises'�, to Suble�sce, on the terms and
oonditions as pravid�ed in the Subiease Agreemont; end
VVHEREAS, Denton Med Trans, LLC as Landlord, end Air Medical Croup Ho� "
�
Inc., as Tenant, also entered into a s��t� Lease r4��r��t dated effective as of Decernber 1,
2016 respecting the I.eased Premises (the "I�ease �, e�Y�.
NOW, 'I'f�REFORE, Sublessor, Sublessa, and Lessor bereby stipulate and
aclmowled�e tha�
1. The Sublease A �t and the Lcese A : t became effective on October
2b, 2016 and December 1, 2016, re.epectively. The Sublease ��t and the
I.eaae ,�,;��ro�,� each has a teim of 15 yea�rs, wb�ich commencxs on the earlia of
(i) Sublessx's accupancy of the Leased Prcmises far business purposes or (ii)
Subkssor's deliveeryy to Sublessee of the ' s in vacat�t, �a rn��
condition, together with a Ceriificate of Oecupancy from the applic�ble
��v� : ental authority that is suf'ficient for Sublessce to legally occupy the
L Premises for business puxpo�es, after Sublessor's aubstential oompletioai
af the improvements reqaired to be constructed by it p�ursuaat to the Leasa
Agreemeet (the "Rant Commencem�M Date"'). Th�e Rent � ���oent Date is
i��i�t�d m ba on or about two hundred tan (230) d$ys after the issuence of a
{A63110180VDD01/W[470302.1 �
4847-43B3�i160 d1
28'1,4927�000006 01/20l2p1 T
Pag�e 1 of 6
buildiag i; and the partits anticipatc such dabe bcing on or pcior ta
September 1, 201']. In addition, the Subleese A ent and the L,ease
ag�emont each provide far two caasecutive rentwal options of 5 years escb, on
the terms and conditious as eet forth in the Sublease Agra t and the
�n�rnt� tively.
2. Under the terrns of the ment, Air Modical Craup Holdings, Inc. 6as a
right of first refusa[ to pw+chase the Le Preroises.
Lessor has congented to the Subl A ent and the L Agrceanent,
4. Ttu Sublease ment incon�ecdy identifies Subiessor as a Wyoming limited
liebility company, and is hereby amonded and corrected ta ceflect that Subl
is a T�xas limhted liability c�m y,
5. Except as expressly provided in Scctioas 4 and S abova, nothiug +�nt�ain� herein
shall bc cvnsirued tv modify or amend the twms af the Lesse Ag�nxment or the
Subl Agreemant,
[Errd �a, f,�a�� — Stgnalure .��r;�� and Exhiblts t� Foldow]
{a�not�o�Mra��o�.� l
7�41�-Stliovz
28� �G! 01/201Y017
Page 2 of 6
[Serbde�sar ��gnc���r� Page�
SIGNED this _ day of Janusryo 2017.
Denton Med Trans, LLC, a Texas
limitod liabiliry company
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THE STATE �F COLORADO
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Th�� ir��t��ar�nt a,� acknowledged hefore me on this � day of Januar�r, 2017 by
�i��,� � ��iu��_� in the capacity stated.
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in Doc�um�t No. 2a1�-117607 af � I R�eoad� of Darion CourMy� T" �� arid moro
particuiarly at Ilollows:
COMM9�CtNCi at an "X' t�d (n conae�e baatd tar �e �rt oomar W the above dbed Lot 1. sdd
po�l bdng In ths Wlea4 n( . a wria�9 : y per said PIeR tn
Dooumar�t Na. ZD14-�06� from whiah a Ni Inch Iron rod wqh wp s�psd "K6A EN�� 1'O�nd 1br 1he moat
oonwr of I.at 1. r� South se'41'!�!' Wad a of 1360.71 te�
THENCE NoAi100'06'98' Weat aEoeg the Eat I�e o� sald Lot 1 arfd !hs Waq Ilna aI �aW ��
Ra�d� for �+� � of �66.13 het 6a � po�t fqr cone�r,
TH�NGE NoRh $9�'Z4' Y�,� tl�e Ea�t Ona of s�ld Lot 1 snd tlu� West lins of ssid �I'�rt
R � tor �+� +t� qf �2.63 to a S!8 � I�n rod . cap stimpad'TNP° �a4 far oomar eR
R0�1'T OF BEQIPp�IIN�3 for IF� �In �d � asid po�t havhp � NIIa83�2Q'11) �,r�'�
a�+r�`r�a� a� L� � 33•11'45.67'N, Lart��rds = 97'11'26.40�N;
THE7dCE Norlh 8A°�9'�4' Wlt�t for a d of 297.60 �eet io � 5!8 �de iron rod wdh cap �
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THENC:E NoAh 00'30'39' �t llor a��� of 514.87 � b a Ne hCh 6an tod wNh cep �p�1'TNP'
s� far o0mer;
T'f1E1�CE So�h B9'Z9'�1° 6at for a dlsfance of 23T.50 feet to �n'7C" ad In eonc�Es �et br ,
THENCE 8eulh 00`30'3d"4�� Nor e di�+� Of 614.d7 lOat b tl�s POINT QF BEOINNWO� and
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{A6311DIiQ�ODQ1/W1470302.1 }
A849-4323.6160 v2
2��7' 01r20V2017
Page 6 of 6
Ca sent to Leasehal ec of t•ust
l�
Date: Januaty 13, 2017
Landlo'°d: C`ity of Det7ton, Texas, c� I11U1]1C1])ilI COI'�301'clllOil
Landfard's Mailing Address: 215 G McKinney Street, Denton, Texas 76201
Tenant: Denton Med Trans, LLC, a Texas limited liability company
7'enant's Mailing Address: 25528 Genesee Trail Road, Golden, Colarado 80401
Lender's Mailin� Address: 1545 East 70`" Strcel, 5hreverort, Louisiana 71 l05
Air�a�1 Lease Agreeiiient, Commerci�l Operator (between L�ndlord and Tenant, and refen�ed ta
herein as the "Lease"):
Uate: November l, 20 i 6
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Date: , 2017
--__ _ _ ______
Maker:
Payee: Lender _ _ _ _ __ _. _
Original principal amount: $4,139,800.00
Maturity date:
,n�,� t€�s�ts.�����t����a�rs���=a.i ; Page 1 01�7
Dccd ot� Trust
natc: , 2017
.
Grantoa-: Dcnton Mcc1 "I'rans, I.I.0 afl(� All" MCC�II'd� G1'011� I �illC�lll�!S, ]nc.
Trustcc: James L. I Icdrick
Bcneficiary: Citizens National Bank, N.A.
Othcr l�cbt: Any rene���al, extcnsi��n, madilicatian or reinstatemcnt ot�the Note, and any
othcr indcblcdncss ot� �'cnant or any ol� its a1��li�ites owed tc� Lender, whether nc����
cxistin� on c�rcaiicr incurrcd.
Clauscs .ind Covcnants
A. Landlorcl's Agrccmcnts and ltcprescnlalioras
l. l.andlord consents to !he enc�nnbrance of Trnant's Icascholcl intcrest and ri�;hls
undcr the Lease (and the rights of �fenant and its at�Gliates w7der an_y sublcase} �ursuant to thc
I)ccd af� ��rust, and any rcne�v�31s, c�tensions, i7lodiftcations or restatements thercof. Landlord
her�rby subordinates any liens lhat Landlord may have lo the f)eed of"1-rust and any rene�vals,
c.stcnsions. modiiicati��ns or restatcmcnts thcrcol�.
2. Landlord re��resents to I,endcr tha� (a) Landlord owns rccc�rd titic to the Premises,
and that thc Lease is in eflcct, (b} excc��t as set forth ahove, there are no amendr7ients to the
Lcase, (c) to I..andford's actu�l kt�o�a�ledge, no dcfault under thc Lcasc has occurred by Landlord
or hy "l�cnant, (d) to L,andlord"5 aetual knowfedge, there is no condition that, hut lor the passage
��I� tinic �r the �i��ing of r7oticc ar both, wauld resull in a dcfault hy Landlc�rcl or Tcnant under thc
Lc�isc, (c) all c�f tlYc C'onditions Prcccdent (as dcrincd in Scctioil ll(d) uC thc Lease) have becn
satistied or ��aivcd, and Landlord no Irn�gcr has a�iy o��tion ta terminatc thc Leasc under Scctian
II of the Lcase; and (1� cithcr than (�r a dclaull by �l�enant U7at �ersists �ast 1ny applicahle noticc
and curc ��cric�ds, L.andlc�rd docs not havc �ny othcr right or ��rivilcbe to trrminatc thc Lcasc.
3. Until thc Obligatian is satisiicd, 1_andford will not (a) take any action to terminate
Ihc Lcasc or c�crcise any other rcmedy 1or dcliiult by Tenant under the I.case witl�out tirst
c��m��lying �vith the rcquiremcnts of� the Leasc and this agreement, ar (h) modil'y or c�ncel thc
Ll'21SC; WI�I]OU1 I..CII(ICI'�5 �)1'101' �4�1"Illl'll COIl5Clll.
4. Lcnder has ll7e right to accc:;:; ��nd remove from the Premises thc leascl}ald
iml�rc�vements aud tixlur-cs subjcct lo Lendcr's licns ancl sccurity intcrest lfll(jt',I' lI1C [)ccci o1�
Trust, eithcr during the term af thc Lease or within thirty days after tlic c-xpiration or tcrmination
uf the Lease or rejection of the Le�se in bankru��tcy.
5, Landlord will c�ncurrently send lo I,cnder (at Lei�dcr's ��dc�ress sct t«rtl7 above,
vici certiGed mai{, retum rccei�t rec�ucsted) a cop�� of any nolicc oC dcl�iult sent to Tenant.
f.ai�dlord �aill acce�t ��crformance by Lender o1� any obligation ai� 1'cn�nt uiidcr the Lcase, l�ut
LCII(�CI' SIlRI� 11(lI �)C OI)II�,TBIC(� ld PCffOflll any obligation af Tenant.
6. "l�hc I_c�isc «�ill not bc tcrminatcd bccausc of a dclault by �Tcnant unlcss (a) notice
ol� thc deti�ult is given t� Lender; (b) Lcnder lails to cure any monctary defai�lt by Ten�nt within
;P,,,a �c�iso�uu��s��e��a7s,���� i� f'agc 2 c�1�7
thirty days after the expiration af any of Tenant's notice and cure periods set forth in the Lease;
(c) Lender fails to cwe a non-monetary default by Tenant within thirty days after the expiration
of any of Tenant's curc periods in the Lease or, if the default is curable but cannot be cured
within such thirty-day period, (i) Lender fails to diligently commence to cure the default, or (ii)
Lender fails to prosecute the cure to completion within a reasonable period of time after the
expiration of any applicable cure periods in the Lease, but not to exceed sixty days; and (d) with
respect to a nonmonetary default of such a nature that it is not reasonably susceptible of being
cured by Lender (e,g., a non-permitted assignment by Tenant), Lender fai]s to pay rent and
perform all of Tenant's obligations that, by their nature, Lender is capable of perfotming.
?. If Lender acquires Tenant's interest under the Lease pursuant to foreclosare
proceedings or otherwise, Lendet is not required to cure any default under the Lease existing
prior to such acquisition if the default cannot be cured by the payment of money or is personal to
Tenant and, therefore, not susceptible of cure by Lender.
8. The follawing transfers of Tenant's interest under the Lease are �ermitted and do
not require the consent oi Landlord as lang as the transferee assumes all af Tenant's obligations
under the Lease: (a) a tra.nsf�r resulting from a foreclosure under the Deed of Trust, (b) a deed in
lieu of foreclosure of the Deed of Trust, and (c) a subsequent tra,nsfer by Lender or its designee if
they acquire the leasehold estate under the Lcase.
9. On request by Lender, Landlord will deliver to Lender estoppel certificates related
to the Lease and copies af documents creating or evidencing the Lease, certified by Landlord.
B. General Provisions
l. Until the Obligation is satisfied, Landlord and Tenant will not subordinate the
Lease to any lien that may be placed on Landlord's interest in the Premises unless the lienholder
enters into a subordination and non-disturbance agreement reasonably acceptable to Landlord,
Tenant, and Lender.
2. If the Lease is terminated for any reason before expiration of its stated term or is
rejected in bankruptcy, Landlord will, within 6f�een days after Lender requests it, deliver to
Lender or its designee a new lease of the Fremises on the follawing terms:
a. The new lease will be for the remainder of the term of the Lease, effective
on the date of terminarion ar rejection, and will contain the same terrns
contained in the Lease.
b. The new lease will be executed by Landlord and Lender or its designee
within ten days afjter receipt by Lender of the new lease.
c. On execution of the new lease, the new tenan# will cure all monetary
defaults that existed under the Lease upon its termination or rejection.
d. Within thirty days after the execution of the new lease, the new tenant will
cure alt nonmonetary defaults that existed upon terminataon or rejection
{A69l1DISO/000I1W147(1329.1 } Page 3 of 7
that are curable or, if any nonmonetary default is curable but cannot be
cured within the thirty-day period, (i) the new tenant must notify Landlord
within the thirty-day period that the new tenant intends to cure the default,
(ii) the new tenant rnust diligently commence to cure the default, and (iii}
the new tepant must diligently prosecute the cure to completion within a
reasonable period of time after execution of the new lease, but not to
exceed sixty days.
e. All non-curable defaults that existed under the Lease on its termination or
rejection shall be waived.
f. Any new lease will have the same priority as the Lease.
fi. Landlord will hold for the account of the new tenant any moneys then held
by or payable to Landlord that Tenant would have been entitled to receive
but for the termination or rejection of the Lease.
3. To the extent of any inoonsistency betwecn the terms contained in the Lease and
the terms set forth in this agreement, the tetms of this agreement will control.
4. If the ownership of the fee and leasehold interest� in the Premises become vested
in the same person or entity, that occurrence will not result in a merger of title as long as the
Deed af Trust remains outstanding.
5. Any notice required or permitted under this agreement must be in writing. Any
notice required by this agreement will be deemed to be delivered (whether actuall� received or
not) when deposited with the United States Postal Service, posta.ge prepaid, certified rnail, rehun
receipt requested, and addressed to the intended recipient at the address shown in this agreement.
Notice may also be given by regular mail, personal delivery, courier de}ivery, facsimile
transmission, or other commercially reasonable means and will be effective when actually
received. Any address for notice may be changed by written notice delivered as provided herein.
6. This agreement will not be affected by (a) any renewal or modification of the
�bligation or the Deed of Ttust, (b) the invalidity or unenforceability of any document
evidencing or secwing the Obligation, (c} the relea.se or other disposition of any collateral for the
Obligation, (d) the exercise or non-exercise of any right or remedy with respect to the
Obligation, or (e) any waiver, consent, release, delay or ather action, inaction, or omissian with
respect to the Obligation.
[Errd of Page- Signature Pages and Exhibits to Follow]
{A63/10180/OOOIIW1470329.1 } Page 4 of 7
[Tenanl's Signalure Page]
TENANT:
Denton Med Trans, LLC, a Texas
limited liability company
�
Nan
Z']tlE
THE STATC OF TEXAS
COUNTY OF DENT�N
� ;i� ����
�
.���.
This instrument w s acknowledged befare me on t�i �f January, 2017 by
��;��e�e 1�� �€� , in the capaciry stated. �� _
�
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Nc�1:�,r� �' �i�,
State of��s '`td�1
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{A63/]0180/0001lW1470329.1 } Page 5 of 7
[Landlord's Signature Page]
LANDLURD:
City of Denton, Texas, a municipal corporation
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By: �t�_�- ��
Name: �a�- � l �e--v��-,•,
Title: � � -�-`� ���,� t,�� �°'
ATTEST;
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B • °t�`���`",� �—�-v- '"�
Y• __ � " � �� �� � __ ' _
���a if�� ��1 �'�s, �it� Secretary
,�
APPROVED AS TO LEGAL FQRM:
�
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� .� � � ����
� _� -�<:� �`� � ,,�'��„= � ��'` �' ' ,�` ��
B}�. ��
x Burg�65, City r����t��y. ._
THE STATE OF TEXAS
COUNTY QF DENTON
'�'hi� instrument was acknawledged before me on this�� ��i�� of January, 2017 by
�� ���; ,� �� � �� �,� � �� �� ._, Jennifer Walters, and Anita Burgess, in the capacities stated.
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{A63/10180/0001/W 1470329.1 } Page 6 of 7
EXHIBIT A
[Legal Descriptian of the Premises]
BE1NQ a 2.808 scne lracl ot land � +�d in the i� m Ndl Survey� I►bMratt Na. 970, City d L1r�nlon.
Denbon County. Te��, and belnp � p�rt oi � c�kd 331.94 aue tracl of lend +��� in � Deed �o ihe
Cily of Den�on� w rocorded In Vok�ne 305, Pape S24 of 1he Oeed Recorda d DeMon Caunty� Tcxsa, and
bNnp �r p�R of Lot 1� Blodc 1 of The t Alrport Ad�don. Per 1he Repl�t rocorded in Doc�snent
�ia. �1+�-�v� �` 19� �f� t�� a C�r� �jrr fi+�a+a�. f�th�r re�, � �tf�t� � �rr�t,
�v r�drrt lY+�. �4�117�i'1T �€�� � a�f I� ����m T� � � moro
psrtiaaluly as .
COMIAENCIN(3 st an'X' cut In concrek fou�d br 1he ��t aomer af �he ebove cfEed Lot 1. wld
poirrt 6eirp in th� West Pine d WeaMourt Roa�d, a v�� width �t�-of�way Pe� �a1d Pht recorded in
�^� ��. �Cii+4-��, � wfi��h �'� � i� ►�l w�r � �r�+d "K� �FK�' f��nr�d �"� mott
�o: � �a° +�� w�k! � 1 � � �'4�'��" iiV�i � of 1 � .�� �e�;
THENCE Nalh 00•OS'36' Wbtt tl�e Eat Nne af ssid Lot 1�nd the Wesi I�e ot Westcourt
Road, tor p ol�tanca at 866.13 feat io � poid 1� aomer,
THENCE NoRh 89•29'24' West �np tl�e Eaat Ifne of ��id Lat 1,�nd the West line of s�(d Wes�ooun
Ro�d� ibr a�� of 22.63 teat tn a 518 inch Iron rod wilh cap stampad "TNP" �al tor camer at the
POINT OF BEC;INNINO fOr ihe hKsM s�� d tract, s�M point ha�ing � NAD83(2011) �eopraphk
coordit�ht of L���� = 33'11'48.57�N, Long� = 87'11'2B.40'VV;
THENCE Nath S�°29'24' West for a distance of 237.b0 feet to a 6/8 inch iron rod wdh ap stamped
�1'NP" tet tor oomex;
THENGE hlorth Od'30'36' st for a d ot bt4.87 tsat to a 5f8 M�ch irpn rod with c�p staMp�d'TNP'
set for oo►r1er;
TMENCE 3oulh 89'29'24" East tor a diatanoe pf 237.SO Ieet to an 'X" wt i� canc�e sat for comer,
THENCE Soulh 00'30'36" West for � d d 514.6T feat Oo the POINT OF BE(iINMNQ, and
co�ainirg 2.606 � of land, rnoro or iess.
{A63/]0180/0001/W1470329,I } Fage 7 of 7