23-1472ORDINANCE NO. 23-1472
AN ORDINANCE OF THE CITY OF DENTON APPROVING AN ASSIGNMENT OF
AIRPORT LEASE FROM DTO 4858 LLC TO GKY HOLDINGS 1, LLC OF AN AIRPORTLEASE COVERING PROPERTY AT 4858 LOCKHEED LANE, DENTON, TEXAS AT THEDENTON ENTERPRISE AIRPORT: AMENDING THE EXISTING AIRPORT LEASE;AUTHORIZING THE CITY MANAGER TO EXECUTE THE ASSIGNMENT OF AIRPORTLEASE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on May 9, 2019, the City of Denton, a Texas home-rule municipal corporation
(hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator
(the “Lease”) with 3KAM Real Estate, LLC covering property located at 4858 Lockheed Lane,
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. 19-394, asamended; and
WHEREAS, on June 28, 2022, 3KAM Real Estate, LLC assigned its interest in the Leaseto DTO 4858, LLC (“Assignor”) by Ordinance No. 22-968; and
WHEREAS, Assignor has agreed to assign its interest in the Lease, including certain
improvements thereon, to GKY Holdings 1, LLC (“Assignee”); and
WHEREAS, Assignee has requested certain changes to the Lease to be incorporated into
the proposed assignment to which City staff recommends approval; and
WHEREAS, the Lease requires the written consent of the City for the proposed assignment
to be effective, and Assignor has requested the City give such consent; and
WHEREAS, at the August 9, 2023 meeting of the Airport Advisory Board, the Board
recommended that the City approve the Assignment of Airport Lease for the Property by a vote of
5 to 0; and
WHEREAS, the City Council deems it in the public interest to enter into an Assignmentof Airport Lease giving consent to the assignment 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 Assignment of 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 Assignment of Airport Lease .
1
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
s e c o n d : hEy rr1 o %= { o a PH: T ; J : F o r d i n a n c e vv a s rT te Tr die;J = wE Sss ed and approve rEthe following vote LZ -a :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
/1-JI
,/J-
PASSED AND APPROVED this the ISt- d,y,f AL/‘, 2023
GERARD HUDSPETFI, MAYOR
ATTEST:
JESUS SALAZAR, CITY SECRETARY t\\\1l111111
APPROVED AS TO LEGAL FORM:
MACK RE[NWAND, CITY ATTORNEY
Digitally signed by MarcellaLunn
DN: cn=Marcella Lunn, o,
BY: –\M,ucNJ
denton.com, c=US
Date: 2023.08.09 15:38:29
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DocuSign Envelope ID: 5DFOACDF4A264848-804B-9DFC98FAD9C8 Exhibit A
ASSIGNMENT OF AIRPORT LEASE
DENTON ENTERPRISE AIRPORT
DATE :2023 (the “Assignment Effective Date”)
ASSIGNOR: DTO 4858 LLC
ASSIGNEE: GKY Holdings 1, LLC
LANDLORD :City of Denton, a Texas home-rule municipal corporation
LEASE:May 9, 2019, Airport Lease Agreement (the “Lease”), Ordinance 19-394
July 28, 2020, Airport Consent to Collateral, Ordinance 20-734
June 28, 2022, Airport Lease Assignment, Ordinance 22-968
PREMISES :1.704 acres, along with certain leasehold improvements, located at 4858
Lockheed Lane, Denton, TX, Denton Enterprise Airport, all as described in theLease
Effective as of the Assignment Effective Date, Assignor hereby assigns to Assignee its interest
in the Lease by the execution of this document (this “Assignment”).
A. Assignee agrees to:
1. Assume Tenant’s obligations under the Lease.
2. Accept the Premises in their present "as is" condition.
3. Complete all obligations of transfer and purchase from Assignor prior to this
Assignment becoming effective.
B. Landlord consents to this Assignment and agrees and certifies as follows:
1.
2.
Landlord agrees that following assignment, it shall look solely to Assignee
for fulfillment of future Lease obljgations.
Landlord has not given notice to Assignor that it is in default under the
Lease and, to the City’s knowledge, there exists no default under the
terms of the Lease and there is no fact or circumstance that, with the
giving of notice, the passage of time or action by third parties, could
become a default by Assignor under the Lease.
Except as included in Attachment 1, the Airport Lease has not been amended
or modified. The Airport Lease constitutes the entire agreement between
DTO 4858 and the City with respect to the Premises (as defined in the
Lease) demised by the Lease.
The term of the Airport Lease expires March 18, 2049. The Airport Lease
provides the lessee under the Airport Lease two (2) remaining options to
extend the term of the Airport Lease for five (5) years each.
3.
4
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DocuSign Envelope ID: 5DFOACDF-8A26-4848-804B-9DFC98FAD9C8
5.
6.
7
8.
The base rental currently due under the Airport Lease has been paid through
August 3 1, 2023. The current monthly rental under the Lease is 82,416.30
per month.
All Phase 1 and Phase 2 improvements required to be constructed in
accordance with Section 3.2 of the Lease have been completed toLandlord’s satisfaction.
Approved uses of the Premises are referenced in the Airport Minimum
Operating Standards.
Landlord hereby agrees that the Phase 3 (Future Build) area of Tract One
has not terminated and will terminate, if at all, only in accordance with the
terms of the Lease as modified this by Assignment.
C. Assignor agrees that:
1. Assignor confirms that the Lease with respect to the Premises is to be
transferred to GKY Holdings 1, LLC.
2. On or before the date of this Assignment, Assignor will pay or will cause the
Assignee to pay to Landlord a $1,000 transfer fee.
D. The Lease is hereby amended as follows:
1.Section 3.2(A) of the Lease is amended to delete the phrase ''... and Phase 3
(Future Build) on Tract One shall consist of two (2), 100’ x 100’ corporate
hangars. . .” and to replace it with “... and Phase 3 (Future Build) on Tract One
shall consist, at Lessee’s election, of an aircraft parking ramp or a hangar (the
“Phase 3 Construction Requirement”)...”
2.3.2(A)(c) of the Lease is deleted in its entirety and replaced with “Phase 3 (Future
Build) shall commence no later than March 19, 2025. Failure to meet this
requirement shall not be a default under the Agreement but will allow Lessor,
upon notice to Lessee, to reduce the square footage of the Premises in proportion
to the area of Phase 3 not developed in accordance with the Phase 3 Construction
Requirement. Any reduction in the square footage of the Premises will cause a prorata reduction in the Rent.”
3. Section 9.2 of the Lease is amended to delete the following:
DTO 4858 LLC
Attn: Jon Wenrich
8507 NW Pacific Street
Portland, OR 97220
E-mail: Jon. Wenrich@fbocap.com
and to replace it with:
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DocuSign Envelope ID: 5DFOACDF4A264848-804&9DFC98FAD9C8
GKY Holdings 1, LLC
1555 The Greens WayJacksonville Beach, FL 32250Attention: Mark Butler
Telephone: (904) 595-7979
Email: mark.butler@allatps.com
E. Capitalized terms not defined in this Assignment shall have the meaning ascribed to themin the Lease.
F. Except as amended by this Assignment, the provisions of the Lease shall remain in fullforce and effect.
[Signatures on following page]
Assignee :GKY Holdings 1, LLC
By:Airline Transport Professionals Holdings, Inc.,its Member
DwuSlgned by:I PcM& S. pULIhiS
FC133279 ltH540 1Derrick S. Dennis, President
Assignor :DTO 4858 LLC
By: AIRPORT REAL ESTATE HOLDINGS LLC,
a Delaware Limited Liability Company
Its: Managing Member
By:FBO CAPITAL PARTNERS, LLC,
a Delaware Limited Liability CompanyIts : Managing Member
By: FBO CAPITAL GROUP MANAGEMENT LLC,
a Delaware Limited Liability CompanyIts: Managjng Member
By:iT;ffPEiH9t&llrich, CEO/Partner
Title: Manager
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DocuSign Envelope ID: 5DFOACDF.8A264848-804B-9DFC98FAD9C8
Consent:
Landlord:Approved as to Legal Form
City of Denton
a
Sara Hensley, City M:IVIaCK Kelh Gaia> city Attorney
ATTEST:
nm=iai;i
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational
obligation: and business terms.'’ r–DocuSlgned by:
B„, I g@k'HMV
SCOtt GITyA7$49914'F7'43AAirport Director
Date Signed: 7/31/2023
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