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22-2593ORDINANCE NO. 22-2593 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A FIRSTAMENDMENT TO AN AIRPORT LEASE FOR TUP AIR, LLC COVERING PROPERTY AT2200 WESTCOURT, DENTON, TEXAS AT THE DENTON ENTERPRISE AIRPORT;AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST AMENDMENT OFAIRPORT LEASE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on November 1, 2016, the City of Denton, a Texas home-rule municipal corporation (hereinafter the “City”), entered into that certain Airport Lease Agreement (the“Lease”) with Denton Med Trans, LLC (“Lessee”) covering property located at 2200 Westcourt Road, Denton, Texas, as more fully described in the Lease (the “Property”), at the Denton Enterprise Airport (“Airport”), which Lease was approved by the City pursuant to Ordinance No. 2016-338; and WHEREAS, on January 4, 2022, Denton Med Trans, LLC assigned its interest in the land lease, including certain improvements thereon, to THP Air, LLC; and WHEREAS, on March 28, 2022, THP Air, LLC submitted an application for hangar development for approximately 1.279 acres of land at the Denton Enterprise Airport; and WHEREAS, THP Air, LLC and Denton Enterprise Airport have requested certain revisions to the Airport Lease in the form attached hereto as Exhibit A; and WHEREAS, at the December 14, 2022 meeting of the Airport Advisory Board, the Board recommended that the City approve the First Amendment to Airport Lease for the Property by avote of 7 to 0; and WHEREAS, the City Council deems it in the public interest to agree to the FirstAmendment as contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The First Amendment to Airport Lease for the Property in the form attached hereto as Exhibit A is hereby approved and made a part of this ordinance for all purposes. SECTION 3. The City Manager, or their designee, is hereby authorized to execute the approved First Amendment of Airport Lease. SECTION 4. This ordinance shall become effective immediately upon its passage andapproval. 1 =„.„:'#;r:X;:r'diE Pda:=' ""; “If:i::Mi„g::== pJ;:de„d ,PP„„./:g the following vote [S - ILl Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis. District 3 : VACANT. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: \/’ \/ ,/ t/ \/ B 1/ PASSED AND APPROVED this the Jr day of AbUry_. 2023 ZaC4 n+n GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY Zz_ // Z;BY:U APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn,*, WIUtah.\ \jWh !Bn:IiI::’.::„„"on.com. c=U= Date: 2022.12.28 15:lS:53 -06'00' DocuSign Envelope ID: F4BD9F08-43C2-467D-9E7A-IFD33908379E Exhibit A FIRST AMENDMENT TOAIRPORT LEASE AGREEMENTCOMMERCIAL OPERATOR THE STATE OF TEXAS § §COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS This First Amendment to Airport Lease Agreement – Commercial Operator (“Amendment”) is effective as of the aday ofA,*y, 2023 (the “First Amendment EffectiveDate”), by and between the City of Denton, a Texas home-rule municipal corporation (“Lessor”), and THP Air, LLC, a Wyoming limited liability company, successor-in-interest to Denton MedTrans, LLC (“Lessee”), and amends that certain Airport Lease Agreement – Commercial Operator, effective as of November 1, 2016, by and between Lessor and Lessee (the “Airport Lease”) WITNESSETH WHEREAS, pursuant to the Airport Lease, Lessee has a Right of First Refusal to lease a tract of land being 55,713.24 square feet or 1.279 acres generally depicted in Attachment “B” to the Airport Lease (originally defined in the Airport Lease as the “Option Premises” but referred to herein and in the Airport Lease, as amended, as the “Additional Tract”); and WHEREAS, even though the Right of First Refusal has not been triggered under the Airport Lease, Lessee wishes to lease the Additional Tract and to build a corporate hangar, office space and automobile parking on such Additional Tract; and WHEREAS, the Lessor and Lessee now wish to amend the Airport Lease to add the Additional Tract to the Airport Lease and to make certain other changes to the Airport Lease; and NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Amendment, the parties hereto agree as follows: Section 1. Section II.A. “Land” of the Airport Lease is hereby amended to delete in its entirety Section II.A, including its subsections A.1, A.2. and A.3, and to replace them with the following new Section II.A.: A. Land. A tract of land, being 122,229.36 square feet or 2.806 acres, as described on Attachment '’ At’, such attachment being incorporated herein by reference (the “Original Tract”), and a tract of land, being 55,713.24 square feet or 1.279 acres, as described on Attachment “B”, such attachment being incorporated herein by reference (the “Additional Tract”), with the Original Tract and the Additional Tract collectively referred to herein as 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 First Amendment to Airport Lease with THP Air, LLC - Page 1 DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-IFD33908379E Area, subject to reasonab ie regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. Forpurposes of this Lease Agreement, the term "Leased Premises" shall mean all property located within the metes and bounds described in Attachment '’ A’' and described in Attachment “B”, including all Lease Improvements (as defined below) constructed or assumed by the Lessee. Section 2. Lessee acknowledges and agrees that from and after the First Amendment Effective Date, all of the rights, obligations, statements, acknowledgements, and disclaimers with respect to the Leased Premises in the Airport Lease apply to and include the Additional Tract, including but not limited to the provisions of Section II.B of the Airport Lease. Section 3. Section II.D of the Airport Lease is hereby amended to: (1) change the title ofthe section to “IMPROVEMENTS PROVIDED BY LESSEE ON THE ORIGINAL TRACT”, and (2) replace the phrase “Leased Premises” in each instance in which it occurs in theprovisions of Section II.D with the phrase “Original Tract”. Section 4. Article II. of the Airport Lease is hereby amended to add after Section II.D. the following new Section II.D-1 : D-1. IMPROVEMENTS PROVDED BY LESSEE ON THE ADDITIONAL m. Lessor and Lessee entered into that certain First Amendment to AirportLease Agreement – Commercial Operator pursuant to which, among other actions, they added the Additional Tract to the Lease Agreement (the “First Amendment”). Lessee shall construct or cause to be constructed buildings and other improvements on the Additional Tract and the applicable portion of the Public Area, if any (the "Additional Tract Improvements"), as depicted inAttachment "D", at Lessee’s sole cost, expense and risk (except as may be otherwise agreed to between Lessor and Lessee) in accordance with the plansand specifications, set forth on Attachment “D”, which are subject to the review and approval in writing by the Lessor, as set forth herein and in Article VIII, below. The term "Additional Tract Improvements" shall also include those real property and structural improvements having been made prior to theFirst Amendment Effective Date (hereafter defined) and now existing on the Additional Tract, other than Lessor Improvements, if any. The “First AmendmentEffective Date” is the effective date of the First Amendment. Lessee shall own such Additional Tract Improvements during the Lease Term, as provided in Article VIII. 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. First Amendment to Airport Lease with THP Air, LLC - Page 2 DocuSign Envelope ID: F4BD9F08-43C2-467D-9E7A-IFD33908379E Construction of Additional Tract Improvements shall be commenced no later than 60 days following the issuance of a Building Permit from the appropriate governmental entity and shall be completed no later than 250 days, after the dateof the issuance of the Building Permit, subject to Force Majeure. For the purposes hereof, construction of the Additional Tract 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, as set forth on Attachment “D”, is provided to Lessee, such approval and acceptance not to be unreasonably withheld or delayed; (ii) Lesseehas been issued the required building permit(s) or licenses necessary to construct the Additional Tract 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 Proposed Construction or Alterations or other such filings required by the FAA and/or TxDOT with respect to the Additional Tract improvements; (iv) Lessee's execution of a contract with a qualified general contractor for the Additional Tract Improvements; (v) proof of required Builder's Risk Insurance Policy and Payment and Performance Bond, as required in Article VIII, is provided to Lessor; and (vi)the initiation of actual mobilization of construction equipment on the AdditionalTract Premises and/or the area of the Public Area wherein Additional Tract Improvements are to be constructed, if any. Construction of the Additional Tract Improvements shall be considered complete upon (i) the issuance of a Certificate of Occupancy for the Additional Tract Improvements (other than the Additional Tract Improvements located on thePublic Areas); and (ii) acceptance by the Lessor of the Additional Tract Improvements constructed upon the Public Areas, if applicable, such acceptance not to be unreasonably withheld or delayed. In addition, within 60 days after the First Amendment Effective Date (the"Condition Precedent Date"), Lessee shall provide to Lessor (i) a written estimate to construct the Additional Tract Improvements certified by the design architect or engineer and prepared by a contractor who has demonstrated experience in thesuccessful construction of improvements similar to the Additional Tract Improvements; and, (ii) a written schedule of construction to complete the Additional Tract Improvements (collectively, "Conditions Precedent"). Should the Conditions Precedent not be met by the Condition Precedent Date, either party may terminate the First Amendment by giving the other party written notice within ten (10) days following the Condition Precedent Date, in which case theFirst Amendment 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, with respect to the Additional Tract shall be immediately refundedand returned to the Lessee. Such termination of the First Amendment shall not prevent the Lessee from submitting a new proposed lease request for the Additional Tract at a later date. The parties may extend the Condition Precedent First Amendment to Airport Lease with THP Air, LLC - Page 3 DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-IFD33908379E Date if agreed to by Lessor and Lessee, as evidenced in writing duly authorized and executed by both parties. Section 5. Effective upon the issuance of a building permit by the City of Denton for the construction of improvements on the Additional Tract as generally described in Section II.D-1, Article VIII and Attachment D, Section IV.A of the Airport Lease shall be amended to delete in their entirety all of the provisions of Section IV.A and to replace them with the following newSection IV.A: A. Land Rental. Prior to and including the one hundred and twenty (120) days after the execution date of the First Amendment, Rental shall be due and payableto Lessor at the rate of $0.304 per gross square foot, calculated based on 122,229.36 square feet for the Original Tract and, subject to adjustment pursuantto Section IV.C of this Airport Lease, said rental being stipulated herein to be $ 18,578.56 per such one hundred and twenty (120) day period, payable in six (6) equal monthly installments in the sum of $3,096.48 each in advance on or before the lst day of each and every month during the term of this Airport Lease. Rental on the Additional Tract shall not be assessed until one hundred and twenty (120) days after the execution date of the First Amendment, thereafter, rental shall be due and payable to Lessor at the rate of $0.304 per gross square foot, calculated based on 122,229.36 square feet for the Original Tract and 55,713.24 square feet for the Additional Tract, for a total of 177,942.60 square feet, and, subject to adjustment pursuant to Section IV.C of this Lease Agreement, said rental being stipulated herein to be $54,094.55 per year, payable in twelve (12) equal monthly installments in the sum of $4,507.88 each in advance on or before the lst day of each and every month during the term of this Lease Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the lst day of Octoberof any year during the Lease Term. Section 6. Section IV.C of the Airport Lease is hereby amended to delete in its entirety the second paragraph of Section IV.C and to replace it with the following new second paragraph: The rental for the Leased Premises shall be increased by 6% every two (2) years, with the next 6% increase to be applied to the rental effective November 1, 2024 and continuing every two (2) years thereafter. Section 7. Section V.B.6 of the Airport Lease is hereby amended to replace the phrase “Lessee Improvements” with the phrase “Lease Improvements”. Section 8. Section VIII.B of the Airport Lease is hereby amended to delete in its entirety the introductory paragraph of the section and to replace it with the following new introductoryparagraph: B. REQUIREMENTS FOR LEASE IMPROVEMENTS. Before commencing construction activities related to the Lessee Improvements, the Additional Tract Improvements, and/or the Additional Improvements upon the First Amendment to Airport Lease with THP Air, LLC - Page 4 DocuSign Envelope ID: F4BD9F08-43C2467D-9E7A-IFD33908379E Leased Premises (the Additional Improvements, Additional Tract Improvements,and the Lessee Improvements are individual!)r or collectively, as applicable, referred to in this Lease Agreement as the "Lease Improvements"), Lessee shallsubmit to Lessor: Section 9. Section XII.B.3. of the Airport Lease is hereby amended to replace the phrase 'Lessee Improvements” with the phrase “Lease Improvements”. Section 10. Section XV of the Airport Lease is hereby amended to replace the phrase “Lessee Improvements” with the phrase “Lease Improvements”. Section 11. Section XVI.D of the Airport Lease is hereby amended to delete in its entirety Section XVI.D and to replace it with the following new Section XVI.D: D. NOTiCE. Notices or other communications required or permitted to be given under this Lease Agreement must be given in writing and shall be sent asfollows: 1. If to Lesser: Airport Manager City of Denton 5000 Airport Road Denton, Texas 76207 With a copy to: City Attorney City of Denton 215 E. McKinneyDenton, Texas 76201 2. If to Lessee: THP Air, LLC PO BOX 908 Gillette, WY 82717AHn: Tom Gibiock Ph: 307-680-5880 Email: tom@cyclonedrilling.com First Amendment to Airport Lease with THP Air, LLC - Page 5 DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-1 FD33908379E With a copy to : Lease ManagerAnn: Tom Giblock PO BOX 908 Gillette, WY 82717Ph: 307-680-5880 Email: tom@cyclonedrilling.com And, so long as the GV[R Sublease is in effect, with a copy to: Global Medical Response6363 S. Fiddlers Green Circle Suite 1400 Greenwood Village, CO 80111AHn: General Counsel Ph (303)495- 1525 Email: Robert,hamilton@gmr.net Notices may be personally delivered or mailed by prepaid certified or registeredmail, return receipt required, or by a nationally recognized overnight courier service. Any notice provided as described herein shall be deemed to have been given (whether actually received or not) on the day it is personally delivered or, if mailed, on the third day after it is mailed, or, if by nationally recognized overnightcourier service, on the first business day after it is deposited with such courier service, whichever is the earliest to occur. Any party may change its address for notice by giving the other party notice of such change in accordance with the provisions of this Section XVI.D. Section 12. The title to Attachment “A“ to the Airport Lease is hereby amended to change the phrase “Leased Premises” to “Original Tract”. Section 13. The title to Attachment “B” to the Airport Lease is hereby amended to change the phrase “Option Premises” to “Additional Tract”. Section 14. The title to Attachment “C” to the Airport Lease is hereby amended to delete the title of Attachment “C” and to replace it with “Plans & Specifications for the Original Tract (attached)”. Section 15. The Airport Lease is hereby amended to add to the Airport Lease the Attachment “D” titled, “Plans & Specifications for the Additional Tract (attached)”, that is attached to this Amendment and incorporated herein for all purposes. Section 16. Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Airport Lease. First Amendment to Airport Lease with THP Air, LLC - Page 6 DocuSign Envelope ID: F4BD9F08-43C2-467D-9E7A-IFD33908379E Section 17. Except as amended by this Amendment, the provisions of the Airport Leaseshall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the FirstAmendment Effective Date . BY LESSEE: THP Air, LLC a Wyoming limited liability company BY LESSOR:CITY OF DENTON, a Texas home-rule municipal corporatIon Dwu Signed by: . r WiLL wah[JJTXTiTf8K'?iLADKV CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARYZ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BOTH REVIEWED AND APPROVED as to financial and operational /nhl£HiITnEy?"d business terms.I g@RXMVA79499140F7443A SIgnatureAi rport D1 rector TitjeAl rport Department Date Signed: 12/5/2022 First Amendment to Airport Lease with THP Air, LLC - Page 7 DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-IFD33908379E ATTACHMENT “A” Original Tract ' IIL+:+..„3 First Amendment to Airport Lease with THP Air, LLC - Page 8 Attachment A gg:g: 8 al !!a#!unHDf IU $8 10 L. LI-II BaH lunoa£8aIR IIn+in Ohl 80a bn,iAbBtyeaMeRiam rmm} Atm MAebOON iI 111gI10 iiI ii!!!! a jigt LUa)ba)000a)a)a)aLLiLU0)AbCO'Tr\1C)a) ;b0LLa)aon;!a a)alQC) >CLUCa)tB3C)0a !!!!i; 9 g !9 t HHg&g I [ lg iIII iI;b DocuSign Envelope ID: F4BD9F08-43C2467D-9E7A-IFD33908379E ATTACHMENT “B” Additional Tract First Amendment to Airport Lease with THP Air, LLC - Page 9 _ Attachment B !!!!! g 8 ! Ul! !gO t !! + XIUHOd CII m i IfL . BunlwB1 JeDWe E£&oaooN B!!!gI 111iI10 ! ! ! ! ! !LUa)br)000a)a)a)aLLabLUa) rbbCOlCqC)a)I00aLLa)aonqLLa al0a >CLUCa)dI3C)0a a) gil ! ! !iii:i if I} ; a T == F :::it inSInuBTm !!!nY DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-IFD33908379E ATIACHMENT “C” Plans & Specifications for the Original Tract (attached) First Amendment to Airport Lease with THP Air, LLC - Page 10 IUOdUIVlvd191Nnw NOIN3aIUOdSNVUI lv91a3w NIVSNVui-aa W g:;;;;=:;g===*=;;ieli 3 : 1 ! ! i ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 3 : : : 5 ! ! ! !!joooo®®©®®e®®®®®@8 !: i !!! !! ! !! iI: i ! !gI ! og SI i i=';nO D} --;}::i - I[}{3P PY e Hib q II ; i i i i !i gig!!!!iI! ! ! ! ! ! P DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-IFD33908379E ATTACHMENT “D” Plans & Specifications for the Additional Tract (see attached) First Amendment to Airport Lease with THP Air, LLC - Page 1 1 DocuSign Envelope ID: F4BD9F08-43C2-467D-9E7A-IFD33908379E ATTACHMENT “D” Plans & Specifications for the Additional Tract Rough Site Plan Ubtg !7aX /:gII IIlin Real = B R &,} __- _ .url le Aerial Overview First Amendment to Airport Lease with THP Air, LLC - Page 12 DocuSign Envelope ID: F4BD9F0843C2467D-9E7A-IFD33908379E Floor Plan t _ t _ ?e _ e 8 V > 3 ! l \ a +> eJ6 First Amendment to Airport Lease with THP Air, LLC - Page 13