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Contract 54622
i CITY SECRETARY CONTRACT NO. 54622 j LEASE AGREEMENT This Lease Agreement("Agreement")is entered into this September 29,2020("Effective Date") by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of Texas ("City"),and Alliance Al No. 1,LLC,a Texas limited liability company("Tenant'). WHEREAS, City owns (a) a certain piece of property more particularly described in Exhibit A attached hereto("Property") consisting of approximately 108,900 square feet of ground space,and (b)a certain piece of property contiguous to the Property and more particularly described in Exhibit B attached hereto ("Expansion Property") consisting of approximately 126,324 square feet of ground space. The Property and the Expansion Property are each outlined in Exhibit C attached hereto; WHEREAS,Tenant has requested,and the City agrees to grant to Tenant, the use of the Leased Premises(deemed below)and the right to sublease all or any portion of the Leased Premised to TuSimple, Inc.in accordance with the terms and conditions of this Agreement;and WHEREAS, pursuant to the License Agreement dated on or about even date herewith (the "License Agreement"), City has granted Tenant the exclusive use of the Property for a term commencing on October 1,2020 and expiring immediately prior to the commencement of the Lease Term. WITNESSETH: 1. Premises. City hereby grants Tenant the exclusive use of the Property and any improvements now or hereafter located thereon ("Leased Premises'). Tenant may sublease all or any portion of the Leased Premises to TuSimple,Inc.pursuant to the terms of the Sublease Agreement attached hereto as Exhibit D (as amended and/or assigned from time to time, the "Sublease"), Under no circumstances during the Lease Term will Tenant use or cause to be used on the Leased Premises any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Leased Premises other than the products necessary to perform the services identified in Exhibit E attached hereto or as otherwise pursuant to the Sublease;provided that the presence or transportation of fuel,engine oil and hydraulic fluids used for or stored in vehicles parked or operating on the Leased Premises will not be deemed a violation of this Agreement. Tenant shall not install signs,advertising media,and lettering on the Leased Premises without prior written approval of City.Tenant will have access to the Leased Premises 24 hours a day,7 days a week. City agrees to provide Tenant with reasonable prior notice in the event City desires to access the Leased Premises; provided that City may not interfere with Tenant's use, or any subtenant's use,of the Leased Premises in accordance with this Agreement. I 2. Condition of Leased Premises. Tenant taking possession of the Leased Premises shall be j conclusive evidence that(a)the Leased Premises are suitable for the purposes and uses for which same are leased;and(b)Tenant waives any and all defects in and to the Leased Premises,its appurtenances,and in all the appurtenances thereto.Further,Tenant takes the Leased Premises and all appurtenances in"AS IS" condition without warranty, expressed or implied, on the part of City. City shall not be liable to Tenant, Tenant's agents,employees,invitees,licensees, or guests for any damage to any person or property due to the Leased Premises or any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 3. Lease Term. Subject to Paragraph 4 of this Agreement and the extension or earlier termination as hereinafter set forth,this Agreement shall be for a term ("Lease Term") of(a)sixty (60) US 7064697v.19 H1L900/71001 1 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX months,commencing on April 1,2021 and expiring on March 31,2026,and(b) shall continue on amonth- i to-month basis thereafter,terminable by City or Tenant upon 30 days' prior written notice. 4. Development Period. From October 1,2020 through March 31,2021 (the"Development Period"), Tenant shall be granted use of the Leased Premises to construct the Improvements (defined below). Notwithstanding anything herein to the contrary, during the term of the Development Period, Tenant will pay City$0.00 per month as Rent. The Lease Term shall commence as stated herein regardless of the status of completion of the Improvements. During the Development Period, Tenant shall not be entitled to use or occupy the Leased Premises pursuant to the rights granted in this Agreement other than for the performance of construction of the Improvements. Tenant agrees that the use and occupancy of the Leased Premises during the Development Period shall be deemed to be made under all the terms,covenants, conditions and provisions of this Agreement,except the Rent shall be as set forth above in this Paragraph 4. 5. Extension Option. Prior to the expiration of the Lease Term, Tenant may, at its option, extend the Lease Term for one(1)period of five(5)years by delivering written notice thereof to City. Rent payable during the extended Term shall be at the market rental rate,as determined by an appraisal performed by or on behalf of City. In no event,however,shall the annualized Rent payable in the extended Term be less than $0.95 per square foot of ground space in the Leased Premises. Except as provided in this Paragraph 5,all terms and conditions of this Agreement shall continue to apply during the extended Term. 6. Termination Option. Tenant may,at its option,terminate this Agreement effective as of December 31,2023(the"Early Termination Date")by delivering written notice thereof to City. If Tenant so terminates this Agreement, Tenant shall deliver to City the amount of$87,500.00 (the "Termination Fee")within thirty(30)days following the Early Termination Date. 7. Rent. Tenant will pay City rent ("Rent") to use the Leased Premises during the Lease Tenn,in the following amounts for the following periods of time: Time Period Annual Rent Rate Per Square Monthly Rent for the Foot of Ground Space on the Leased Premises Property April 1 2021 —March 31,2022 $0.44 $3 993.00 April 1,2022—March 31,2023 $0.50 $4 537.50 A)ril 1,2023—March 31,2024 $0.58 $5,263.50 April 1 2024—March 31 2025 $0.65 $5,898.75 April 1,2025—March 31,2026 $1.18 $10,708.50 Rent is due to Cityon or before the I"of each month via direct deposit into the Alliance Maintenance Fund P bank account, the information for which shall be provided by City to Tenant promptly after the Effective Date hereof. If a payment of Rent is not received by City as provided herein, then after five(5) business days after receipt of written notice from City, such Rent shall bear interest from the date the payment of Rent was due until paid,at a per annum rate of interest equal to the lesser of(a)eighteen percent(18%)or j (b)the highest non-usurious rate permitted by applicable law. Time is specifically of the essence of this provision and of every provision of this Agreement. 8. Expansion Option. Tenant shall have the ongoing right,exercisable upon written notice thereof to City(the"Expansion Notice"),to expand the Leased Premises to include the Expansion Property and any improvements then or thereafter located thereon (the"Expansion Premises"), effective as of the date set forth in the Expansion Notice (the"Expansion Date"). If Tenant so elects, promptly following delivery of the Expansion Notice,Tenant and City shall execute an amendment to this Agreement to include 2 US 7064697v.19 HIL900/71001 the Expansion Premises as part of the Leased Premises, effective as of the Expansion Date, which amendment shall be on the same terms as this Agreement except that the Termination Fee shall be increased to$175,000.00 and Rent for the Expansion Premises during the Lease Term shall be the following amounts for the following periods of time,disregarding any period of time prior to the Expansion Date: Time Period Annual Rent Rate Per Square Monthly Rent for the Foot of Ground Space on the Expansion Premises Expansion Property April 1,2021 —March 31,2022 $0.84 $8,842.68 j April 1,2022—March 31,2023 $0.86 $9 053.22 April 1,2023—March 31,2024 $0.89 $9,369.03 April 1,2024—March 31 2025 $0.92 $9 684.84 April 1,2025—March 31 2026 $0.95 $10 000.65 I For the avoidance of doubt,following the execution of such amendment,Tenant shall be permitted to amend the Sublease, without further approval from City, to include the Expansion Premises in the subleased premises thereunder. If prior to Tenant's delivery to City of the Expansion Notice, City receives a bona fide offer from a third party(a"Third Party Offer")to lease or license the Expansion Property,City shall provide Tenant written notice thereof, which notice shall include the terms of such Third Party Offer. If Tenant fails to exercise its rights under this Paragraph 8 within thirty(30) days following receipt of such notice,and City leases or licenses the Expansion Property pursuant to the terms of such Third Party Offer, j then Tenant shall not be permitted to exercise its rights under this Paragraph 8 until the Expansion Property is next available. 9. Utilities and Services. City shall not furnish Tenant with any utilities, cleaning,lighting, security,or any other items or services for the Leased Premises.All operating costs of the Leased Premises shall be at Tenant's sole cost and expense. If Tenant wants or needs any utilities, cleaning, lighting, security,or any other items or services while occupying the Leased Premises,then Tenant shall first obtain permission and approval from the City to contract, add or install any of the above items and will be responsible for obtaining same at Tenant's sole cost. 10. Alterations, Additions, Improvements, and Siena¢e. Except as otherwise provided herein,Tenant shall make no alterations on or additions to,the Leased Premises without the prior written consent of City; provided that Tenant may, at its sole option and expense, remove any alterations at any time during the Lease Tenn (other than the Improvements). All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Leased Premises not removed therefrom prior to the end of the Lease Term shall be deemed a part of the Leased Premises and the property of City at the end of the Lease Term. All such alterations,additions,improvements,and fixtures shall remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Agreement. The Improvements shall become the property of City at the end of the Lease Term or upon the earlier termination of this Agreement,at no cost to the City. i 11. Improvements. During the Development Period and Lease Term,Tenant may construct, or complete the construction of, one building containing approximately 9,600 square feet of space (the "Improvements"), at Tenant's cost. The construction value of the Improvements, must meet or exceed $1,400,000,with soft costs included not to exceed 16%of total construction value,and Tenant shall provide written proof of such value in the form and substance as reasonably requested by City. In the event the construction value of the Improvements is less than$1,400,000, as City's sole remedy therefor, following completion of the Improvements,the annual Rent rate per square foot of ground space in the initial Leased Premises will be increased by$0.03 per square foot for up to the next 48 monthly installments of Rent for each $100,000 increment of construction value below $1,400,000. The construction value of the 3 US 7064697v.19 11IL900/7 1001 Improvements shall in no event be deemed to be less than the construction cost thereof(subject to the foregoing limitation with respect to soft costs), City, in its capacity as landlord, hereby approves of the current plans and specifications for the Improvements attached as Exhibit F hereto (the "Plans and Specifications")and any non-material changes thereto;provided,however,City,in its capacity as the local governmental entity,reserves the right to ensure the Plans and Specifications meet all applicable building codes and ordinances through its normal development processes. The Improvements shall be completed in a good and workmanlike manner,and in compliance with all applicable laws,rules,codes,and regulations. Tenant may install or maintain a trailer on the Property for temporary use until completion of the Improvements. City agrees that Tenant shall have the right, subject to City Council approval if utility easements are required,to connect standard and customary utilities to the Improvements(including,without limitation, water and electricity) at Tenant's sole cost. Engineering plans and specifications for the Improvements,including but not limited to required permits,shall be provided to the City for approval prior to the start of installation of the Improvements. 12. Vehicle Maintenance. Tenant shall have the right to perform, on the Leased Premises, maintenance and repairs of vehicles. Such maintenance and repair shall be limited to those types of services identified on Exhibit E attached hereto. Additional services not identified in Exhibit E shall require City approval. All such services shall be performed in accordance with applicable environmental laws and Tenant agrees to be responsible for any damages and clean-up associated with any spill,release, or other discharge of hazardous materials on the Leased Premises caused by the performance of such services. i 13. Indemnity. (a) SUBJECT TO PARAGRAPH 16, TENANT SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY, CITY'S OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING REASONABLE COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE COSTS OF INVESTIGATION),OF ANY NATURE, KIND OR DESCRIPTION TO THE EXTENT ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY (i)THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF TENANT,ITS EMPLOYEES,AGENTS,CONTRACTORS,OR LESSEES OR(ii) ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF TENANT UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), IN ALL CASES EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE.IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,TENANT,ON NOTICE FROM CITY,SHALL DEFEND SUCH ACTION OR PROCEEDING, AT TENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY.THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES,COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, l DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS UNDER THIS PARAGRAPH 13, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATIONS AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 4 US 7064697v.19 HIL900/71001 14. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE LEASED PREMISES, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE SHALL BE AT THE RISK OF TENANT ONLY,AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF TENANT, ITS EMPLOYEES, AGENTS, PATRONS, INVITEES, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF CITY OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, UNLESS DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 15. Insurance. Tenant shall procure and maintain at all times during the Lease Term,in full force and effect,a policy or policies of insurance as specified herein,which liability policy shall name the City as an additional insured and covering all insurable public risks related to the leasing,use,occupancy, maintenance, existence or location of the Leased Premises. Tenant shall obtain the following insurance coverage at the limits specified herein: *Commercial General Liability: $1,000,000.00 per occurrence(including Products and Completed Operations); I In addition,Tenant shall lie responsible for all insurance for any personal property of Tenant or in Tenant's care,custody or control,if desired by Tenant. Prior to commencement of the Lease Term,Tenant shall furnish City with a certificate of insurance as proof that it has obtained the types and amounts of insurance coverage required herein.Tenant hereby covenants and agrees that not less than fifteen(15)days prior to the expiration of any insurance policy required hereunder, it shall provide City with a new or renewal certificate of insurance(unless Tenant is still negotiating the renewal of such insurance,in which event Tenant shall provide evidence prior to the scheduled expiration of Tenant's insurance policy or policies that Tenant's existing insurance policies will continue in place beyond expiration until such renewal,and upon the actual renewal of Tenant's insurance policies Tenant shall provide evidence of such renewal without any lapse in coverage). In addition, Tenant shall,promptly following demand therefor, provide City with evidence via an updated certificate of insurance that it has maintained such coverage in full force and effect.Tenant shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are reasonably satisfactory to City.The policy or policies of insurance shall cover all of Tenant's operations on the Leased Premises and provide that no material changes in coverage, including,but not limited to,cancellation,termination,non-renewal or amendment,shall be made without thirty(30)days' prior written notice to City. Notwithstanding anything herein to the contrary,Tenant shall be permitted to self-insure for all of Tenant's required insurance coverages without the prior written consent of City. Any self-insured retention or other such financial responsibility for claims shall be covered directly by Tenant in lieu of insurance. i, 16. No Subrogation;Waiver of Property Claims. City and Tenant each waives any claim it might have against the other for any damage to or theft,destruction,loss,or loss of use of any property,to the extent the same is insured against(or self-insured against)under any insurance policy held or maintained by City or Tenant that covers the Property, the Leased Premises, or any fixtures, personal property or improvements thereon, regardless of whether the negligence of the other party caused such Loss (defined below). Additionally, City and Tenant each waives any claim it may have against the other for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. As used herein, "Loss"means any injury to or death of any person or the damage to or theft,destruction,loss,or loss of use of,any property or inconvenience. 17. Abandoned Property.Tenant's personal property not promptly removed by Tenant from the Leased Premises at the termination of this Agreement,whether termination shall occur by the lapse of time or otherwise, shall thereupon be conclusively presumed to have been abandoned by Tenant to City; 5 US 7064697v.19 HIL900/71001 i provided,however,that City shall give Tenant written notice of any property left behind,and Tenant shall have a period of no less than ten(10)days after receipt of such notice to remove its property before it shall be deemed abandoned. 18. Assignment and Sublettine. Tenant shall not (a)assign this Agreement, or any right of Tenant under this Agreement,other than to an Affiliate(defined below)of Tenant or(b)sublet the Leased Premises other than pursuant to the Sublease,in each case,for consideration or no consideration,whether voluntarily,by operation of law,or otherwise,without first obtaining City's written consent;provided that Tenant's contractors and agents may use the Leased Premises in accordance with the terms and provisions hereof. Assignment(other than to an Affiliate of Tenant)will be subject to City Council approval. As used herein, "Affiliate" means any person or entity which, directly or indirectly, through one or more intermediaries,controls,is controlled by,or is under common control with the party in question. I 19. Repairs and Maintenance.City has no obligation to make repairs of any sort to the Leased Premises, and City's sole obligation hereunder with respect to the delivery and condition of the Leased Premises being to make the Leased Premises available to Tenant in accordance with and subject to the covenants, restrictions and limitations set forth herein. Tenant shall, at its expense, use and maintain the Leased Premises in a neat, clean, careful, safe, and proper manner including but not limited to any snow and/or ice removal, and comply with all applicable laws, ordinances, orders,rules, and regulations of all governmental bodies (state,county,federal,and municipal).Tenant shall repair any damage caused to the Leased Premises by Tenant,or Tenant's employees,agents,contractors or lessees,other than ordinary wear and tear and damage or loss caused by casualty or condemnation, At the termination of this Agreement, whether by lapse of time or otherwise, Tenant shall deliver the Leased Premises to City in as good a condition as the same was as of the date of the taking of possession thereof by Tenant, ordinary wear and tear and damage or loss caused by casualty or condemnation excepted. I 20. Condemnation. If any portion of the Leased Premises are taken by right of eminent domain or conveyed in lieu thereof(a"Takinss"),Tenant shall have the right to terminate this Agreement as of the date of the Taking. 21. Casualty. If the Leased Premises are materially damaged by a casualty,then Tenant may terminate this Agreement by delivering written notice thereof to City within 60 days following the j occurrence of such casualty. I 22. Severability.If any clause or provision of this Agreement is or becomes illegal,invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity,effective during the Lease Term,the intention of the parties hereto is that the remaining parts of this Agreement shall not be affected thereby unless such invalidity is, in the sole determination of the City or Tenant, essential to the rights of both parties, in which event either party shall have the right,but not the obligation,to terminate the Agreement on ninety(90)days' written notice to the other party. i 23. Default and Termination. (a) Tenant's Default. If Tenant shall fail to perform or observe any of its obligations hereunder then City shall provide Tenant with written notice of such default and Tenant will have a period of thirty (30) days to cure such default. If Tenant fails to cure such default within such thirty (30) day j period after receipt of City's default notice,then City shall have the right to terminate this Agreement and all interest of Tenant hereunder; provided that if such failure cannot be cured within such 30-day period and Tenant commences to cure such failure within such 30-day period, and thereafter diligently pursues such cure to completion,then City shall not be permitted to exercise its rights under this Paragraph 23(a) with respect thereto. Such rights of City in the case of a default by Tenant hereunder are not exclusive,but are cumulative of all other rights City may have hereunder,at law or in equity;and any one or more of such 6 US 7064697v.19 HIL900/71001 rights may be exercised separately or concurrently to the extent provided by law. It is expressly agreed and provided that a default beyond all applicable notice and cure periods by Tenant under the License Agreement shall constitute an event of default of the Tenant under this Agreement entitling City,without additional notice,to exercise any of the remedies set forth herein. (b) City's Default. If City shall fail to perform or observe any of its obligations hereunder then Tenant shall provide City with written notice of such default and City will have a period of thirty (30) days to cure such default. If City fails to cure such default within such thirty (30) day period after receipt of Tenant's default notice,then Tenant shall have the right to terminate this Agreement. Such rights of Tenant in the case of a default by City hereunder are not exclusive,but are cumulative of all other rights Tenant may have hereunder,at law or in equity;and any one or more of such rights may be exercised separately or concurrently to the extent provided by law. 24. Notice. Any notice hereunder must be in writing. Notice deposited or sent by nationally recognized overnight courier service, such as,but not limited to, Federal Express,by certified mail with return receipt requested, or by express mail properly addressed, postage paid, shall be effective upon deposit. Notice given in any other manner herein shall be effective upon receipt at the address of the addressee.For purposes of notice,the addresses of the parties shall,unless changed as hereinafter provided, be as follows: To City: To Tenant: City of Fort Worth Alliance AI No. 1,LLC Lease Management 9800 Hillwood Parkway, Suite 300 Property Management Department Fort Worth,TX 76177 900 Monroe,Suite 400 Attention: Ian Kinne Fort Worth,TX 76102 I With a copy to: With a copy to: City Attorney Alliance AI No. 1,LLC City of Fort Worth 9800 Hillwood Parkway,Suite 300 200 Texas Street Fort Worth,TX 76177 Fort Worth,TX 76102 Attention:Associate General Counsel i The parties hereto shall have the continuing right to change their respective address by giving at least ten (10)days' notice to the other party. I 25. Audit. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration, Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort Worth,City may at City's sole cost and expense,at reasonable times during Tenant's normal business hours and upon reasonable notice,audit Tenant's books and records,but only as it pertains to this Agreement and as necessary to evaluate compliance with this Agreement. 26, Brokeraee. Neither City nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Agreement. Tenant and City shall each release the other from all costs, expenses, attorneys' fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by,through or under each such party. 27. Ouiet Enioyment. Except during the continuation of a default by Tenant beyond all applicable notice and cure periods,Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the Lease Term,without hindrance from City or any party claiming by,through or under City, subject to the terms and conditions of this Agreement. 7 US 7064697v.19 HIL900/71001 28. Entire Agreement. This Agreement and the License Agreement constitute the entire agreement between City and Tenant relating to the use of the Leased Premises and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. 29. Governins Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Leased Premises are located. The proper place of venue to enforce this Agreement will be the county or district in which the Leased Premises are located. j 30. Amendment.This Agreement may not be amended,modified,extended,or supplemented except by written instrument executed by both City and Tenant. i 31. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original,but all of which shall constitute but one and the same document. (SIGNATURES APPEAR ON FOLLOWING PAGES) I I i I i I I I I I I I 8 US 7064697v.19 HIL900/71001 i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as the day and year first above set forth. CITY: TENANT: CITY OF FORT WORTH ALLIANCE Al NO.1,LLC By: Jesus J.Chapa(Oct 2,202014:27 CDT) By: � I 111 Jesus J. Chapa K Deputy City Manager Name: l Date: Oct 2,2020 Title: Date: CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all perf/onnance and reporting requirements, Name: Gzr�Jn(Od 22,20� 2010:13 CDT1 Title: Senior Land Agent,Property Management Department Date: Oct 2,2020 APPROVED AS TO FORM AND LEGALITY: A-- I By: Leann Guzman(Oct 2,202014:16 CDT) Leann Guzman Senior Assistant City Attorney Oct 2,2020 o94vnn Date: �b Fonr 4ia Pva o=A ATTEST: / pop*o°° o An °°5 By: d P.Gonzales(OcU,202015:5 T) Mary Kayser City Secretary Date: OU 2,2020 Form 1295: 2020-628753 Contract Authorization: M&C: 20-0451 Date: May 23,2020 Signature Page OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY BEING a tract of land situated in the G. Overton Survey,Abstract Number 972,Denton County, Texas, being a portion of that tract of land described by deed to The City of Fort Worth,recorded in Instrument Number 2015-12544, Real Property Records, Denton County, Texas, also known as Lot 1, Block 1, American Airlines Maintenance Base,an addition to the City of Fort Worth,recorded in Cabinet A, Slide 593, County Records, Tarrant County,Texas,being more particularly described by metes and bounds as follows; i COMMENCING at the southwest corner of said Lot 1,Block 1; THE, N 04058'35"E, 1805.48 feet,to the POINT OF BEGINNING; THE, N 10024'56"W,375.52 feet; THENCE N 79035'05"E,290.00 feet; i THENCE S 10024'56"E,375.52 feet; THENCE S 79035'05"W, 290.00 feet to the Point of Beginning and containing 108,901 square feet or 2,500 acres of land more or less. I i I I ii A-1 US 7064697v.19 HIL900/71001 i EXHIBIT B i LEGAL DESCRIPTION OF THE EXPANSION PROPERTY BEING a tract of land situated in the G. Overton Survey,Abstract Number 972, Denton County,Texas, being a portion of that tract of land described by deed to The City of Fort Worth,recorded in Instrument Number 2015-12544, Real Property Records, Denton County, Texas, also known as Lot 1, Block 1, American Airlines Maintenance Base, an addition to the City of Fort Worth,recorded in Cabinet A, Slide 593, County Records, Tarrant County, Texas,being more particularly described by metes and bounds as follows: COMMENCING at the southwest comer of said Lot 1,Block 1; THENCE N 05050'08"W, 1749.45 feet,to the POINT OF BEGINNING; THENCE N 10025'21"W,357.22 feet; TIIENCE N 34000'47"E,21.23 feet; THENCE N 79035'05"E,324.69 feet, I THENCE S 10024'56"E,372.38 feet; I THENCE S 79035'05"W, 339.51 feet to the Point of Beginning and containing 126,321 square feet or 2.900 acres of land more or less. I i i I' B-1 US 7064697v.19 HIL900/71001 i EXHIBIT C OUTLINE OF THE PROPERTY AND EXPANSION PROPERTY T � 4kk }S 4� 1 .! II i I Expansion Property Property i i C-1 US 7064697v.19 ML900/71001 i EXHIBIT D SUBLEASE AGREEMENT I f]ris Sublease 1>};tmrnt<rtt:f"Aurtremaol t i4 crttcred fgAa ehts litetrtb4r _, =10("Elpgetive lr�ie`I hip wnd how=ALL.IANL'}Al NO,1,L:IX.a`Pecos litnittd liabilityeampsny('&wbla„ � �dlord 1, and l'!?litMPLE,INC.,a l'al 10mia corpartinwi('�quh� ttaanC•g Vk'1MIMAS,pumumit to the l-.at=w Agmetncnt dated Nrlitcmtier_,2020(ilic"Gifu E en and the Lcasc Agvecmcnt dot Ot rplcmkr_ 2(0(the^t:fly_1C." `,4nd tngeth r r;-111h the City O-Zensc. the"Pr(tmM'I,the C'fy of Pori 1Vuriti, C ems(°'C_tit"(Is[easirue to SuhlaatlMnrgt cr nam rw,.l property cnn5fstinp of apprt�rf#iP�tr9y' Cilh,tdl0 fu�gnre t'e€7(�, ar�reFl nfgra�urvd sp rcc(thc<°Probe s"]Ippetherwith at)improvements thrmun Emm time io time(`tdiwively,the-Lensed 11immises^(. 't lie llroprxty is more parUcutarl► t 'bed in Exhibit A altachrd heratn.t" 'I and cram-tvtch l in Eahi .t Q anaehed her,cia;and - 't+,'HE.fiIEAS.littbtcaptif Itaa rn umic-4 to lease frm SubUndknci,and.rsublandlmd agweii to lease In Subtenant,the Leased Preinis-es in aeeardarim wish the ferins and cunditions of this.Apvcmeni. WI TNESSETIt: f. Prem1ws.Suhlnndlnrd hen:hy bases its Subienam,tad Subtecani leases frint Subhindlunt, the Longer]Pmmix,pur;uertt to the tent of this.AStmmcnt. As mart patticutarlk described in ParaprAph 0,undler nu circumstances during the Lease'rem will Subtrnatu use or cause to be used on the Leased Prerniscs any haEiardous or toxic subai3uon or mmicruls,or store or dtxpn5e of any such iubmances or malcrials on the Leaped 1'retitisci other than as approved try City and Sublanillotd in writing (land Suhlandtnrd's appruvnl &hall. ant be unreasonably withbeld, canditintied tor delz%rd):pnitided that the pe nee,tsanspvrtation,removal at handling of furl,rn,pine rail and hydraulic fluids used for ar starcd in whicl.s panted or operating on the Lowest!Premises in compliance uilb all applient lc laves.anti the tams and condi vans tiOaragraph 40 wits ntrt hr deemed a violation of'itris,Agrcemem. Subtenant rhn11 riot install signs,advertising media,and lettcriag no the 1_eamed Ptrtufgcs without prior written alrproaal of i`ity and Suhlandlord. Sublandlard shall not unrtatsonahl;•withhotd,condition or delay Its appttaval of an} si nal[t j including attanumrat and building signs nn the Leased Arerttism.)sit tong as the same bur in ectmliliancc with all applieablc City regulations. Subirnint will ba%v acems to the Leased PYrntisCS 24 lours a day,7 days it w"k. Sublandlord agrees to provide Subienana with 24-hatin prior naive in the event ta'ublantltard desires to arccm the Leased 1'=iscs totherthan in dic case of real in aplwit ttteturfyctaeitst;providrdthot Sublandiord inay nut unreassoriably interfere%iih+dubienaM's uar of'the lxased Pronlitics in acccuirdance with this Agreement and Sublemig.alto]]have die upprinutsily to pan'ida a tit efcumptany Suhiandhitd dunag the "cruise. of any such aceem ngchts (other than in the case of real or apparent Grnrrl;eturiesM. 2'. C'aaditittrt.til_L,rusrd.rrxtt]f es.Stihtrrimit u kinj:pneasaxioit oaf the Lcaaett T' irises:hull be conclusive evidawa that fat the Leased Frern sr9 am suitable for die(a qw-.smR and tiscs for which same are Cruised:and f b)Subtenant ivait'tea any and all defects in said to the Leased Prctaw".its appimcnances, and in tit[the thercio. Fw1het,gim i as Itiv vided in Exhibij.C,Sublcrtant hikes the;Leaned Prcrniseit and all appurtenimcm to"AS'IS'condition withutit warranty.expwsiied or replied,sm rife part OF Stiblandlurd, tiublandlortl shall not I% liahlc tit anr• Sultictiant Party fm any diinapr at any peracin ire ptupcny due to tlx:Leaswd l'niniscs ur any part of an} appurierunrc Qtcirvf teeing unprotvily etmttructesl tit being tit lie orning in disrcpnu. Ax used hcrcin."Nut►tcnagt carts''mwnr aity of the fallowing pervon> tiuhicnant:nm-nssignecs clairning by.duvingh nr under Sula4etiaM.anp!,uhlcnant.clauumg by,through or under Subtenant,and any of then rc>}trt use akcni+,cunttxctor>.olliccr►,crnploycra,hcenice%-,gucut%ritual invitees ':tits tlsirldl trd 1'or ►"means no) of the follmt ing prr%onv Suhliindlixd.on} at agiicta clahning hy.through or undcr Suh)andlnrd:tint]any of their sesprctivc akcnls.contractary.,offrccm and employee+ D-1 US 7064697v.19 HIL900/71001 i 3. Lease Term.This Agreement shall be for a term("Lease Term")of sixty-six(66)months, commencing on October 1,2020 and expiring on March 31,2026. 4. Rent. Subtenant will pay Sublandlord rent("Rent")to use the Leased Premises during the Lease Term,in the following amounts for the following periods of time: Time Period Monthly Rent October 1,2020-March 31,2021 $3,993.00 April 1,2021—March 31,2022 `;35,255.00 April 1.2022—March 31,2023 $36,344 00 __ALrll 1,2023—March 31 2024 $37.615 00 April 1,2024—March 31 2025 $38,743 00 itil 1,2025—March 31 2026 -_. $39 906 00 _ Rent is due to Sublandlord on or before the 1"of each month Hithuut notice,demand,deduction or set off by good and sufficient check drawn on a national banking association,or at either party's election, by electronic or wire transfer,at Sublandlord's address provided for in this Agreement or such other address as may be specified in writing by Sublaudlord,and shall be accompanied by all applicable state and local sales or use taxes, the obligations of Subtenant to pay Rent to Sublandlord and the obligations of Sublandlord under this Agreement are independent obligations. If a payment of Rent is not received by Sublandlord as provided herein, then after five(5) business days afler receipt of written notice from Sublandlord,such Rent shall bear interest from the date the payment of Rent was due until paid,at a per j annum rate of interest(the"Default Rate")equal to the lesser of(a)eighteen percent (18%)or(b)the highest non-usurious rate permitted by applicable law.Time is specifically of the essence of this provision and of every provision ofthis Agreement. 5. Utilities and Services_ Except for the installation of utility cormections to the extent included in the Work,Sublandlord shall not furnish Subtenant with any utilities,cleaning,lighting,security, or any other items or services for the Leased Premises. All operating costs(including,without limitation, water,gas,heat,light,power,telephone,and other utilities and services supplied to the Leased Premises) shall be Subtcnnnt's sole cost and expense. if Subtenant wants or needs any utilities,cleaning,lighting, security,or any other items or services while occupying the Leased Premises,then Subtenant shall first obtain permission and approval from the City and Sublandlord(and Sublandlord's approval shall not be unreasonably withheld,conditioned or delayed)to contract,add or install any of the above items and will be responsible for obtaining same at Subtennnt's sole cost. 6. jLicenses and Permits. Subtenant shall,at its sole cost and expense,obtain and keep in force during the Lease Tenn,and all extensions thereof,all licenses,certificates and permits necessary for it to use the Leased Premises in accordance with applicable laws. I 7. Alterations, Additions,!m trovements, and StUnRe . Except as otherwise provided herein,Sublenant shall make no alterations on or additions to,the Lcascd Premises without the prior written consent of Sublandlord and City (and Sublandlord's consent shall not be unreasonably withheld, conditioned or delayed),provided that Subtenant may,at its sole option and expense,remove any alterations installed by or on behalf of Suhtenand at any time during.the Lease Tenn other than the Building(defined in Lxhibil C'). All❑herations, additions and improvements mado to or fixtures or other imprrnwcmcros placed In or upon the Leased Premises not removed therefrom prior to the end of the Lease Tenn shall be deemed a pars of the Leased Premises and the property of Sublandlord an the end of the Lease Term. All such eltctations, additions, improvements, and fixtures shall remain upon and be surrendered with the i j i D-2 US 7064697v.19 HIL900/71001 i Leased Premises as a part thereof at the tennination of this Agreement unless otherwise requested by Sublandlord in writing. 8. Vehicle Maintenance.Subtenant shall have the right to perform,on the Leased Premises, maintenance and repairs of vehicles in accordance with the terms and conditions of this Agreement. All such services shall be performed in accordance with applicable environmental laws and Subtenant agrees to be responsible for tiny damages and cicnn-up associated with any spill,release,or other discluirgc of hazardous materials on the Leased Premises to the extent caused by a Subtenant Party. 9. Indemnity. (a) SUBJECT TO SECTION 12,SUBTENANT SHALL AND DOES AGREE TO INDEMNIFY,PROTECT,DEFEND AND HOLD HARMLESS SUBLANDLORD,SUBLANDLORD'S OFFICERS,AGENT'S,SERVANTS,AND EMPLOYEES(COLLECTIVELY,"INDEMNITEES")FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUIT'S, JUDGMENT'S AND EXPENSES (INCLUDING REASONABLE COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE COSTS OF INVESTIGATION),OF ANY NATURE,KIND OR DESCRIPTION TO THE EXTENT ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATII OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY (i)THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF ANY SUBTENANT PARTY OR (ii) ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF SUBTENANT UNDER TH1S AGREEMENT (COLLECTIVELY, "LIABILITIES"), IN ALL CASES EXCEPT TO T'FIE EXTENT ARISING OUT OF OR RESULTING FROM THE SOLE OR GROSS NEGLIGENCE Olt WILLFUL MISCONDUCT OF AN Y 1NDEMNITSE. SUBJECT TO SECTION 12,IF SUBLANDLORD IS FOUND TO BE PARTIALLY NEGLIGENT BY A COURT OF COMI'UI'ENT JURISDICTION IN A FINAL, NON-APPEALABLE JUDGMENT, SUBLANDLORD SHALL BE RESPONSIBLE FOR PAYING ITS PROPORTION OF THE APPLICABLE DAMAGE AWARD, CALCULATED USING T TIE PERCENTAGE OF SUBLANDLORD'S NEGLIGENCE AS DETERMINED BY SUCH COURT, IF ANY ACTION OR PROCEEDING SFIALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,SUBTENANT,ON NOTICE FROM SUBLANDLORD, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT SUBTENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO SUBLANDLORD. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSA'J'ION ACTS,DISABiLl'1'Y BENEFIT ACTS OR OTHER EMPLOYEES'BENEFIT ACTS. This indemnity provision shall survive tcnnination or expiration of this Agreement. (b) IT 1S AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR IIEREAF1'ER 1N EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF 111E INDEMNIFICATION OBLIGATIONS UNDER THIS PARAGRAPH 9,SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATIONS AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 10. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEIICLES USING TILE LEASED PREMISES,W11ETIIER PURSUANT TO TII1S AGREEMENT OR j OTHERWISE S14ALL BE AT THE RISK OF SUBTENANT ONLY,AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF ANY SUBTENANT D-3 US 7064697v.19 HIL900/71001 i PARTY OR TO OTRERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO SUBLANDLORD OR ANY AGENT OR REPRESENTATIVE OF SUBLANDLORD OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTI-11312 CAUSE OF WHATSOEVER NATURE, UNLESS DUE TO THE SOLE OR GROSS NEGLIGENCE OF .ANY INDEMNITEE. ]I. Insurance.Subtenant shall comply with the insurance requirements set forth in Exhibit D attached hereto, 12. No Subrogation:Waiver of Prouerh•Claims. Sublandlord and Subtenant each waives any claim it might have against the other for any damagc to or theft,destruction,loss,or loss of use of any property,to the extent the same is insured against(or self-insured against)under any insurance policy held or maintained by Sublandlord or Subtenaut that covers the Leased Premises, or any lixlures, personal property or improvements thereon,regardless of whether the negligence of the other party caused such Loss(defined below). Additionally,Sublandlord and Subtenant eachwaives any claim it may.have against the other for any Loss to tite extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. Notwithstanding any provision in this Agreement to the contrary, Sublandlord,its agents,employees and contractors shall not be liable to Subtenaut or to any party claiming by,through or under Subtenant for(and Subtenant hereby releases Sublandlord and its servants,agents, contractors, employees and invitees from any claim or responsibility for)any damage to or destruction, loss,or loss of use,or theft of any property of any Subtenant Party located in or about the Leased Promises, caused by casualty, theft, fire, third parties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part. Subtenant acknowledges that Sublandlord shall not carry insurance on,and shall not be responsible for damage to,any properly of any Subtenant Party located in or about the Leased Premises. Notwithstanding anything to the contrary in this Agreement, Sublandlord shall not be liable to Subtenant,and Subtenant hereby waives and releases all claims against Sublandlord and its representatives and agents,for any damages arising from any act,omission or neglect of any other patty in the Leased Premises and in no event shall Sublandlord or its representatives and agents be.liable for any injury or interruption to Subtenant's business or any loss of income therefrom under any circumstances. As used herein,"Loss"means any injury to or death of any person or the damage to or theft,destruction,loss,or loss of use of,any property or inconvenience. 13. Abandoned Property.Subtenant's personal property not promptly removed by Subtenant from the Leased Premises at the termination of this Agreement,whether termination shall occur by the lapse of time or otherwise,shall thereupon be conclusively presumed to have been abandoned by Subtenant to Sublandlord;provided,however,that Sublandlord shall give Subtenant written notice of any property left behind,and Subtenant shall have a period of no lass than ton(10)days after receipt of such notice to remove its property before it shall be.deemed abandoned. 14. Assignment and Sublettine.Subtenant shall not assign,sublet nor otherwise transfer any of Subtcnant's rights under this Agreement nor permit any person(other than Subtenant and its agents and employees)or entity to use the Leased Premises or any portion thereof without the prior written approval of City and Sublandlord(and Sublandlord's approval shall not be unreasonably withheld,conditioned or delayed). Any such attempt to assign or transfer without City's and Sublandlord's prior written approval j shall be void and of no effect. 15. Repairs and Maintenance.Sublandlord has no obligation to make repairs of any sort to the Leased Premises,and Sublandlord's sole obligation hereunder with respect to the delivery and condition of the Leased Premises being to make the Leased Premises available to Subtenant in accordance with and subject to the covenants,restrictions and limitations set forth herein.Subtenant shall,at its expense,use and I D-4 US 7064697v.19 HIL900/71001 i maintain the Leased['remises in a neat,clean,careful,safe,and proper manner including but not limited to any snow andlor ice removal,and complywith al I applicable laws,ordinances,orders,rules,and togulations of till governmental bodies(state,county,federal,and municipal).Subtenant shall repair any damage caused to the Leased Promises by any Subtenant Party,other than ordinary wear and tear and damage or loss caused by casualty or condemnation.At the termination of this Agreement,whether by lapse of time or otherwise, Subtenant shall deliver the Leased Premises to Subltmdlord in substantially the same condition as of the date of the taking of possession thereof by Subtenant,ordinary wear and tear and damage or loss caused by casualty or condemnation excepted. 16. Condemnation. (a) 'Total Taking. If the entire Leased Premises are taken by right of eminent domain or conveyed in lieu thereof(a"'faking'),this Agreement shall terminate as of the date of the Taking. i (b) Partial Taking-Subtenant's Rights. If any part oFthe Leased Premises becomes subject to a "faking and such Taking will prevent Subtenant from conducting on a permanent basis its business in the Leased Premises in a manner reasonably comparable to that conducted immediately before such Taking,then Subtenant may terminate this Agreement as of die date of such Taking by giving written notice to Sublandlord within thirty(30)days after the Tacking,and Rent shall be apportioned as of the date of such Taking. If Subtenant does not terminate this Agreement,then Rent shall be abated on a reasonable basis as to that portion of the Leased Premises subject to the Taking. (c) Partial Taking-Sublandlord's Rights. If any material portion,but less than all, of the Leased Premises becomes subject to a Taking,then Sublandlord may terminate this Agreement by delivering written notice thereof to Subtenant within thirty(30)days after such'faking,and Rent shall be apportioned as of the date of such To king. If Sublandlord does not so terminate this Agreement,then this Agreement will continue,but if any portion of the Leased Premises has been taken, Rent shall abate as provided in the last sentence of Section 16(b). 17. Casualty. (a) Repair Estimate. If the Building is damaged by fire or other casualty (it "Casualty"),Subtenant shall immediately give written notice to Sublandlord of the same,and Sublandlord shall,within sixty(60)days after such Casualty(or,if later,after Sublandlord's receipt of Subtenant's notice of such Casualty),deliver to Subtenant a good faith estimate(the"Damage Notice')of the time needed to repair damage to the Building caused by such Casualty. (b) Subtenant's Rights, if the Building is damaged by Casualty such that Subtenant is prevented from conducting its business therein in a manner reasonably comparable to that conducted immediately before such Casualty and Sublandlord estimates that the damage caused thereby for which Sublandlord is responsible to repair under this Agreement pursuant to Section l7(d) below cannot be repaired within one year after the commencement of repairs(the"Repair Period"),then Subtenunt may terminate this Agreement by delivering written notice to Sublandlord of its election to terminate within thirty(30)days after the Damage Notice has been delivered to Subtenant. (c) Sublandlord's Rights. If a Casualty occurs and(1)Sublandlord estimates that the damage cannot be repaired within.the Repair Period,(2)die damage exceeds 50%of the replacement cost thereof(excluding foundations and footings),as estimated by Sublandlord,and such damage occurs during the last two years of the Lease Term,(3)regardless of the extent of damage,the damage is not fully covered by Sublandlord's insurance policies or Sublandlord snakes a good faltt determination that restoring the damage would be uneconomical,or(4)Sublandlord is required to pay any insurance proceeds arising out i D-5 US 7064697v.19 IUL900/71001 of the Casualty to City, then Sublandlord may terminate this Agreement by giving written notice of its election to terminate within thirty(30)days after the Damage Notice has boon delivered to Subtcnant. (d) Repair Obligation. If neither party elects to terminate this Agreement following it Casualty,then Sublandlord shall,within a reasonable time after such Casualty,begin to repair the Building and shall proceed with reasonable diligence to restore the Building to substantially the same condition as it existed immediately before such Casualty;however,Sublandlord shall not be required to repair or replace any improvements, alterations or betterments in the Building (which shall be promptly and with due diligence repaired and restored by Subtenant at Subtenant's sole cost and expense) or any furniture, equipment,trade fixtures or personal properly of Subtenant or others in the Building,and Sublandlord's obligation to repair or restore the Building shall be limited to the extent of the insurance proceeds actually received by Sublandlord therefor. If this Agreement is terminated under the provisions of this Paragraph 17,Sublandlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Subleased Premises (and, if Subtenant has failed to maintain insmuncc on such items as required by this Agreement, Subtenwnt shall pay Sublandlord an amount equal to the proceeds Sublandlord would have received had Subtenant maintained insurance on such items as required by this Agreement). (c) Waiver of Statutory Provisions. The provisions of this Paragraph 17 shall constitute Subtenant's sole and exclusive remedy in the event of damage or destruction to rile Leased Promises,and Subtenant waives and releases all statutory rights and remedies in favor of Subtenant in the event of damage or destruction. 18. Severnbility.If any clause or provision of this Agreement is or becomes illegal,invalid or unenforceable bocausc of present or future laws or any rule or regulation of any governmental body or entity,effective during the Lease'Perm,the intention of the patties hereto is that this Agreement will be modified to the minimum extent possible to make legal,valid or enforceable the affected provision of this Agreement,and the remaining parts of this Agreement shall not be affected thereby. 19. Events of Default. Each of the following occurrences shall be an"Event of Default": (a) Payment Default. Subtenant's failure to pay any amount due bercunder within five(5)days after Sublandlord has delivered written notice to Subtenant that the same is due; (b) Prohibited Pavments. Subtenant becomes an entity from which Sublandlord is legally prohibited from accepting Rent payments or othenvise transacting business; (c) Failure to Take Possession; Abandonment. Subtenant (1) fails to take possession of the Leased Promises when tendered by Sublundlord,or(2)abandons or vacates the Leased Premises or any substantial portion thereof; (d) Estonnel:Subordination,Attornment. Subtenant fails to provide any estoppel certificate or documentation regarding the subordination of this Agreement or Subtenant's attornment I obligations hereunder after Sublandlord's written request therefor pursuant to Section 23 or Section 34(b), and such failure shall continue for five (5) days after Sublandlord's second written notice thereof to Subtenant; (c) Insurance. Subtenant fails to procure and maintain the insurance policies and coverages required under Exhibit D or Subtenant fails to deliver to Sublandlord(within two business days after Sublandlord's demand therefor)evidence of such insurance policies and coverages as required under Exhibit U; D-6 US 7064697v.19 HIL900/71001 i (f) Mechanic's Liens, Subtenant fails to pay and release of record, or diligently contest and bond around,any mechanic's lien filed against the Leased Premises for any work performed, materials furnished,or obligation incurred by or at the request of Subtenant,within ten(10)days of written notice from Sublandlord; I (g) Unnermitted Transfer. Subtenant shall transfer this Agreement or Subtennnt's interest therein except as expressly permitted in this Agreement; (h) Other Defaults. Subtenant's failure to perform,comply with,or observe any other agreement or obligation of Subtenant under this Agreement and the continuance of such failure for a period of more than thirty(30)days after Sublandlord has delivered to Subtenant written notice thereof,provided that if The nature of Subtenant's failure is such that more than thirty(30)days are reasonably required for its cure,then on Event of Default shall not have occurred if Subtenant commences such cure within said thirty(30)-day period and thereafter diligently prosecutes such cure to completion,unless it is not fully cured by the earliest of(a)thirty(30)additional days afterthe expiration of the initial thirty(30)-day period, (b)the date that is five(5)business days prior to Sublandlord being in default of the Prime Lease,or any agreement between Sublandlord and any third party,as a result of Subtenant's failure under this Agreement, or(c)the expiration of the Lease Tenn or i (i) Insolvency. The filing of a petition by or against Subtenant(the term"Subtenant" shall include,for the purpose of this Paragraph 19,any guarantor of Subtenant's obligations hereunder) (1)in tmy bankruptcy or other insolvency proceeding; (2)seeking any relief under any state or federal debtor relief law;(3)for the appointment of a liquidator or receiver for all or substantially all of Subtenant's property or for Subtenant's interest in this Agreement; or(4)for the reorganization or modification of Subtenam's capital structure;however,if such a petition is filed against Subtenunt,then such filing shall not be an Lvent of Default unless Subtenant fails to have the proceedings initiated by such petition dismissed within tiinoty(90)days after the filing thereof. 20. Remedies. Upon any Event of Default,Sublandlord may,in addition to all other rights and remedies uffordcd Sublandlord hereunder or by law or equity,take any one or more of the following actions: I (a) Termination of.Lease. Terminate this Agreement by giving Subtenant written notice thereof,in which event Subtenant shall pay to Sublaudlord the sum of(1)all Rent accrued hercuuder through the dote of termination,(2)all amounts due under Section 21(a),and(3)an amount equal to(but in no event less than zero) (a) the total Rent that Subtenant would have been required to pay for the remainder of the Lease Term discounted to present value at a per annum rate equal to the Prime Rate (defined below)on the date this Agreement is terminated minus one percent,minus(b)the then present fair rental value of the Leased Premises for such period,similarly discounted. As used heroin,"Prime Rate" means tlrc"Prime Rate"as published on the date in question by The Wall Sit-eel Journal hi,its listhng of "Money Rates; (b) Termination of Possession. Terminate Subtenant's right to possess the Leased Premises without terminating this Agreement by giving written notice thereof to Subtenant,in which event Subtenanl shall pay to Sublandlord (1) all Rent and other amounts accrued hereunder to the date of termination of possession,(2)all amounts due from time to time under Section 21(a),and(3)all Rent and other net sums required hereunder to be paid by Subtenant during the remainder of the Lease'Penn, diminished by any net sums thereafter received by Sublandlord through reletting the Leased Premises during such period, after deducting all costs incurred by Sublandlord in reletting the Leased Premises. Sublandlord shall not be liable for,nor shall Subtenant's obligations hereunder be diminished because of, Sublandlord's failure to rcici the Lensed Promises or to collect rent due for such roletting. Subtenant shall I D-7 US 7064697v.19 HIL900/71001 f not be entitied to the excess of any consideration obtained by reIcuing over the Rent due hereunder. Reentry by Subinndlord in the Leased Premises shall not affect Subtenant's obligations hereunder for the unexpired 'Perm;rather,Sublundlurd may,from time to time,bring an action against Subtenant to collect amounts due ! by Subtenant,without the necessity of Sublandlord's waiting until the expirution of the Lease Term. Urdess Sublandlord delivers written notice to Subtenant expressly stating that it has elected to terminate this Agreement,all actions taken by Sublandlord to dispossess or exclude Subtenant from the Leased Promises shall be deemed to be taken under this Paragraph 20(b). If Sublandlord elects to proceed under this Paragraph 20(b),it may at any time elect to terminate this Agreement under Paragraph 20(a);or I (c) Perform Acts on Behalf of Subtenant. Perform any net Subtenant Is obligated to perform under the tenns of this Agreement(and enter upon the Leased Premises in connection therewith if necessary)in Subtenant's name and on Subtenant's behal f,without being liable for any claim for damages therefor,and Subtenant shall reimburse Sublandlord on demand for any out-of-pocket expenses which Sublandlord may incur in thus effecting compliance with Subtenant's obligations under this Agreement (including collection costs and legal expenses),plus interest thereon at the Default Rate. I 21. Payment by Subtenant;Non-Walver;Cumulative Remedies. (a) Pavment by Subtenant. Upon any Event of Default.. Subtenant shall pay to Sublandlord all amounts, costs, losses and/or expenses incurred, abated or foregone by Sublandlord (including court costs and reasonable attorneys' fees and expenses) in (1) obtaining possession of the Leased Promises,(2)removing,storing and/or disposing of Subtenant's or any other occupant's property, (3)repairing,restoring,altering,remodeling,or otherwise putting the Leased Promises into the condition required by market conditions then prevailing so as to be reasonably acceptable to a new tenant, as j determined in Sublandlord's solo discretion,(4)if Subtenant is dispossessed of the Leased Promises and ! this Agreement is not terminated,reletting all or any part of the Leased Premises(including brokerage commissions,cost of tenant finish work to the extent allocable to the portion of the Lease'Perm remaining ! as of the date of such relettbng[with such costs amortized at the DefaultRate over the tcrin of such resetting), and other costs incidental to such rcictting),(5)performing Subtonunt's obligations under tuns Agreement which Subtenant failed to perform, (6) enforcing,or advising Sublandlord of,its rights,remedies,and recourses arising out of the default, and (7) securing this Agreement, including all commissions, allowances,reasonable attorneys'fees,and if this Agreement or any amendment hereto contains any abated Rent granted by Sublandlord as an inducement or concession to secure this Agreement or amendment hereto,the full amount of all Rent so abated(and such abated nmounts shall be payable immediately by Subtenant to Sublandlord, without any obligation by Sublandlord to provide written notice thereof to Subtenant, and Subtennnt's right to tiny abated rent accruing following such Event of Default shall immediately terminate). (b) NoWaiver. Sublandlord's acceptance of Rent following an Event of Default shall not waive Sublandlord's rights regarding such Event of Default. No waiver by Sublandlord of any violation or breach of any of the terms contained heroin shall waive Sublandlord's rights regarding any future violation of such term. Sublandlord's acceptance of any partial payment of Rent shall not waive Sublandlord's rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Sublandlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (c) Cumulative Remedies. Any and all remedies set forth in this Agreement: (1) shall be in addition to tiny and all other remedies Sublandlord may have at law or in equity,(2)shall be cumulative,and(3)may be pursued successively or concurrently as Sublandlord may elect, The exercise of any roaudy by Subhurdlo•d shall not be dcomcd an election of remedies or preclude Sublandlord from I D-8 US 7064697v.19 HIL900/71001 i exercising any other remedies in the future. Additionally, Subtenant shall defend,indemnify and)told harmless Sublandlord.Sublandlord's mortgagee and their respective representatives and agents from and against all third party claims, demands, liabilities, causes of notion,suits against Sublandlord,and tiny resulting judgments,damages and expenses(including reasonable attorneys'fees)incurred by Sublandlord arising from Subtenant's failure to perform its obligations under this Agreement. (d) Mitigation of Damase. The panics agree tiny duty imposed by law on Sublandlord to mitigate damages after a default by Subtenant under this Agreement shall be satisfied in full if Sublandlord uses reasonable efforts to lease the Leased Premises to another tenant (a "Substitute Tenant")in accordance with the following criteria: (A)Sublandlord shall have no obligation to solicit or entertain negotiations with any Substitute Tenant for the Leased Premises until sixty(60)days following the date upon which Subinndlord obtains full and complete possession of the Leased Premises,including the relinquishment by Subtenant of any claim to possession of the Leased Premises by written notice from Subtenant to Sublandlord;(B)Sublandlord shall not be obligated to lease or show the Leased Premises on it priority basis or offer the Leased Premises to any prospective tenant when similar space is or soon will be available for lease or sublease by Sublandlord or its affiliates;(C)Sublandlord shall not be obligated to lease the Leased Promises to a Substitute Tenant for less than the current fair market value of the Lensed Premises,as determined by Sublandlord in its sole discretion,nor will Sublandlord be obligated to enter into a new lease for the Leased Premises under other terms and conditions that are unacceptable to Sublandlord under Sublandlord's then-current leasing policies;(D)Sublandlord shall not be obligated to enter into a lease with a Substitute Tenant: (1)whose use would violate any restriction, covenant or requirement applicable to the Leased Premises;(2)whose use would adversely affect the reputation of the Property or Sublandlord; (3) whose use would require any addition to or modification of the Leased Premises,Building or Property lit order to comply with applicable law,including building codes;(4)who does not have,,in Sublundlord's sole opinion,the creditworthiness to be un acceptable tenant;(5)that is a governmental entity,or quasi-govemmental entity,or subdivision or agency thereof,or any other entity entitled to the defense of sovereign immunity;(6)that does not meet Sublandlord's reasonable standards for tenants of the Property or is otherwise incompatible with the character of the Property,as reasonably determined by Sublandlord;(7)whose use does not comply mith the uses permitted under this Agreement; or(8)whose use or occupancy would result in an increase in the insurance premiums for the Property;and (E)Sublandlord shall not be required to expend any amount of money to alter,remodel or otherwise make the leased Promises suitable for use by a Substitute"ronant unless: (1)Subtenant pays any such amount to Sublandlord prior to Sublandlord's execution of a lease with such Substitute Tenant(which payment shall not relieve Subtenant of any amount it owes Sublandlord as it result of Subtenam's default under this Agreement); or (2) Sublandlord, in Sublandlord's sole discretion, determines any such expenditure is financially prudent in connection with entering into a lease with the Substitute Tenant, 22. holding Over. If Subtcnuttt fails to vacate the Leased Promises at the end of the Lease l Term,then Subtenant shall be it tenant at sufferance and,in addition to all other damages and remedies to which Sublandlord may be entitled for such holding over,Subtenant shall pay,in addition to the other amounts payable hereunder,Rcnt equal to 150%of the Rent payable during the last month of the Lease 'Perm,and Subtenant shall otherwise.continue to be subject to all of Subtenant's obligations under this Agreement. The provisions of this Paragraph 22 shall not be deemed to limit or constitute a waiver of any other rights or remcdics of Sublandlord provided heroin or at law. If Subtenant fuils to surrender tho Leased Premises upon the termination or expiration of this Agreement, in addition to any other liabilities to Sublandlord accreting therefrom,Subtenant shall protect,defend,indemnify and hold Sublandlord harmless from all loss,costs(including reasonable attorcys'fees)and liability resulting from such failure,including any claims made by any succeeding tenant founded upon such failure to surrender,and any lost profits or other consequential dumagcs to Sublandlord resulting therefrom, i D-9 US 7064697v.19 HIL900/71001 23. Estoppel certifrcntes. From tirue to time,Subtenant shall furnish to any party designated by Sublandlord,within ten(10)days after Sublandlord has made a request therefor,a certificate.sigued by Subtenant confirming and containing stab tactual t ertiticatiotu and reprmntatiow as to this Agreement as Sublandloid tray reasonably request. 24_ 'notice.Any aotice beteunder must be in writing.Notice deposited or Qent by nationally � mcogi=d to eruight cauxwr service,suelr as.but not limited to.Federal Express,by cerfi&d marl with return receipt requested.or by express nail propcsly addressed. postage paidt shall be e$actite upon deposit. No4ce gitieu iu any Other manna berein aball be effective upw receipt at the address of the addressee.Fos purposes of notice,the addresses of the parties shall,ttaless cbmgcd as beteutafter protrided be as follows: To Sublandlord: To Subtenant: Alliance Al No.1.LLC TuSintple,Inc. 9800 Hilttivood patl~-way,Suite 300 9191 TOwm Centre rh,SQ4 600 Fort Worth.TX 76177 San Diego,CA 9312? Attention Ian Kinne Attention Lee ViIite I ult1t a copy to: OlIth:t copy to: Alh utce Al No. 1,LLC TuSimple,Inc. 9800 HiHwood Par),way,Suite 300 9191 Towne Centre Dr,Suite 600 Fort North,TX 76177 San Diego,CA 92122 Attention:Associate General Counsel Attention Annie Cook C ]r or pi)-ment oiRent: Alliance Al No. 1,LLC 9800 Hillwood ParLlvay,Suite 300 Font Worth,'IX 76177 The patties hereto droll have Ilse continuing right to change dair respective address by giving at leave tea (10)days'notice to the other party. 25. C'onl9dentiabiv. Reference is hereby made to the Confidentiality Agreement dated April 1, 2020(the"ConfidentigUrr Agreement j by Subtenant avid Hillaood Enterprises.LP.an affiliate of Sublandlord, Sublandlord and Subtenant agree that tens and ccuslitiarts of this Agreement swill be 1 confidential on the came terms as applicable to the "lufonwtion" (as defined in the Confidentiality Agtcst teat). This 3ediou 25 shall sumve r:tpiratioa cr ttm v=tioa of this Agreenvat and rase Confidentiality Agreement. 26. Vttelmination of t:;harge4. Sublandlord and Subtenant aggree that each provision of tltis Apreenteul far detenniniug charges and amotrnts payable by Subtenxttl (i eluding prottisiow regrind n Then)is commercially reawuable and,m to each such ebarge or omouvI,constitutes a statement of Ox nmount of the charge ar a method by which the charge is to be computed for purposes of Section 93.012 of the Tesas Property Code. 27, No Construction Contract. Sublandlord and Subtenant acknowledge and agree that this Agreement,inciudiag ail exhibits a part tterrof,is not a constntctiou contract or au agNewent c0113ter,1 to or affecting a construction contract. 28. Prohibited Persons and Transatcdgtls Subtenant represents and warrants to Sublandhord it is not,and cerenants and agrees that it Hill not become,a persm or entitl-with whom U.S.persons or D-10 US 7064697v.19 TEL900/71001 i entities are restricted from doing business under regulations of the Office of Foreign Assets Control (" FA ")of the Department of the'Treasury(including those named on OFAC's Specially Designated Nationals and Blocked Persons List)or under any statute,executive order(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit,or Support Terrorism),or other governmental action,and Subtenant covenants and agrees that it will not transfer this Agreement to any such persons or entities(and any such transfer shall be void). 29. Waiver of Consumer Itieltts. Subtenant hereby waives all Its rights under the Texas Deceptive Trade Practices-Consumer Protection Act,Section 17.41 et seq.of the Texas Business and Commerce Code,a law that gives consumers special rights and protections. After consultation with an attorney of Subtenant's own selection,Subtenant voluntarily adopts this waiver. 30. Brokersee. Neither Sublandlord nor Subtenant has dealt with any broker or agent in connection with the negotiation or execution of this Agreement. Sublandlord and Subtenant shall each indemnify tho other against all costs,expenses,attorneys'fees,liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party. 31. Sublandlord Transfer. Sublandlord may transfer any portion of its rights under this Agreement. if Sublandlord assigns its rights under this Agreement,then Sublandlord shall thereby be released from any further obligations hereunder arising after the date of transfer,provided that the assignee assumes in writing Sublandlord's obligations hereunder arising from and after the transfer date. I 32. Sublandlord's Liabllity. The liability of Sublandlord (and its successors, partners, shareholders or members)to Subtonant(or any person or entity claiming by,through or under Subtenant) for any default by Sublandlord under the terns of this Agreement or any matterrelating to or arising out of The occupancy or use of the Leased Premises shall be limited to Subtenant's actual direct, but not consequential,damages therefor and shall be recoverable only from the amount which is equal to the equity interest of Sublandlord in its lcaschold interest in the Leased Premises. Further, Sublandlord (and its successors,partners,shareholders or members)shall not be personally liable for any deficiency,and in no event shall any liability hereunder extend to any sales or insurance proceeds received by Sublandlord(or its successors,partners,shareholders or members)hi connection with the Leased Premises. Additionally, Subtenant hereby waives its statutory lien under Section 91.004 of the Texas Property Code.The provisions of this Paragraph shall survive the expiration or earlier termination of this Agreement. i 33. ConsentofCily. This Agreementis expressly conditioned on delivery to Subtenant of the fully executed Prime Lease,which contains City's consent to this Agreement. 34. Subordination,Prime Lease lncornorated. (a) This Agreement shall be subordinate to any deed of trust, mortgage, or other security instrument,or any ground lease,master lease,or primary lease(including the Prime Lease),that now or hereafter covers all or any part of the Leased Premises. (b) The provisions of the Prime Lease are, except as otherwise herein specifically provided,hereby incorporated in this Agreement with the same effect as if entirely rewritten herein,and j shall fix the rights and obligations of the parties hereto with respect to the Leased Premises with the same effect as if Sublandlord and Subtenant were,respectively,"City"(as landlord or licensor,as applicable) and "Subtenant" (as tenant or licensee, as applicable) named in the Prime Lease. Subtenant hereby covenants to perform the covenants and undertakings of Sublandlord as tenant or licensee,as applicable, I D-11 US 7064697v.19 HIL900/71001 under the Prime Lease to the extent the same are applicable to the Leased Premises during the term of this Agreement,and agrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of said Prime Lease. This Agreement is subject and,as described above,subordinate in all respects to said Prime Lease.Subtenant acknowledges that it has received a copy of the Prime Lease. This Agreement shall terminate upon any termination of the Prime Lease (other than the scheduled expiration of the City License,at which point the City Lease shall commence),unless Sublandlord elects in writing, to cause Subtenant to alto n to and recognize City as the landlord under this Agreement. Notwithstanding anything to the connury set forth in this Paragraph34(b), (1)in the event of tiny inconsistency or redundancy between this Agreement and the Prime Lease,the terms of this Agreement shall control for all purposes,(2)to the extent any particular matter is addressed in this Sublease(e.g., obligations of Subtenant with respect to payment of rent,maintenance and repair,insutunce,among others), the terms of this Sublease shall be deemed to supersede the terms of the Prime Lease as between Sublandlord and Subtenant,and(3)tiny terns ofthe Prime Lease that are by their nature or by context not relevant or intended to be applicable to Subtenant or Subtenant's occupancy of the Leased Premises(e.g., termination or extension options)shall not be deemed to apply to Subtenant,including,without limitation, the following: Paragraph 6 of the City Lease (Termination Option), Paragraph I of the City Lease (Improvements),Paragraph 25 of the City License and City Lease(Audit). The provisions of this Paragraph 34 shall be self-operative and no further instrument oi'subordination shall be required; however, in confinnation of such subordination or Subtenant's attornment obligations, Subtenant shall execute and return to Sublandlord(or such other party designated by Sublandlord)within ten(10)days after written request therefor such documentation,In recordable form if required,as a may be reasonably request to evidence the subordination of this Agreement to the Prime Lease and Subtenant's obligation to attorn to and recognize City as the landlord under this Agreement if Sublandlord so elects. 35. Not Lease. The Rent shall be paid in addition to and over and above all other payments to j be made by Subtenant pursuant to this Agreement,it being the intention and purpose of this Agreement that the Rent shall be absolutely net to Sublandlord so that this Agreement shall yield net to Subinndlord the Rent,and that all costs,expenses,and obligations of every kind and nature whatsoever relating to the Leased Premises which may arise or become due during the Lcasc Term shall be paid and discharged by Subtenant. 36. Marketine. Subtenant acknowledges and agrees that Sublandlord and Sublandlord's j affiliate may include Subtenant's name and logo in marketing materials for developments owned,leased or operated by Sublandlord or Sublandlord's affiliate,for the limited purpose of informing third parties that Subtenant is occupying the Leased Premises. I 37. Quiet Eniovment.Except during the continuation of a default by Subtenant beyond till applicable notice and cure periods, Subtenant shall peaceably and quietly hold and enjoy the Leased Premises for the Lease Term,without hindrance from Sublandlord or any party claiming by,through or under Sublandlord,subject to the terms and conditions of this Agreement. 38. Entire Agreement:Arms'-Leneth Nertotiation:No Reliance.This Agreement and the Confidentiality Agreement constitutes the entire agreement between Sublandlord and Subtenant relating to the use of the Leased Premises and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. Except for those set forth in this Agreement and the Confidentiality Agreement,no representations,warranties,or agreements have been made by Sublandlord or Subtenant to the other with respect to this Agreement or the obligations of Sublandlord or Subtenant in connection therewith. Sublandlord and Subtenant agree that they have both had the opportunity to retain legal counsel to review,revise,and negotiate this Agreement on their individual behalf. Sublandlord and Subtenant stipulate that this Agreement has been reviewed and revised by both Sublandlord and Subtenant and their respective legal counsel and that this Agreement is the result of an anus'-length negotiation and I D-12 US 7064697v.19 HIL900/71001 i i compromise. Sublandlord and Subtenant further stipulate that they are both sophisticated individuals or business entities capable of understanding and negotiating the terms of this Agreement. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Agreement or any exhibits or amendments hereto. Further,Subtenant disclaims any reliance upon any and all representations, warranties or agreements not expressly set forth in this Agreement. 39. Waiver of Jur• 'Trial. TO THE MAXIMUM EXTENT PERMITTED BY .LAW, SUBLANDLORD AND SUBTENANT (ON BEHALF OF ITSELF AND SUCCESSORS AND ASSIGNS)EACH,AFTER CONSULTATION WITH COUNSEL,KNOWINGLY WAIVES ANY RIGHT TO TRIAL BY JURY 1N ANY LITIGATION OR TO HAVE A JURY PARTICIPATE iN RESOLVING ANY DISPUTE ARISING OUT OF Olt WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. � Each patty further acknowledges and agrees that this Paragraph hus boon negotiated at arms'-length with the assistance of legal counsel and the legal effect fully explained, and that its provisions constitute a knowing and voluntary agreement. 40. Hazardous Materials:Environmental Renuirements. (a) Prohibition against Hazardous Materials. Except for Hazardous Materials contained in products used by Subtcnant in de minimis quantities for ordinary cleaning and office purposes or as permitted under Paragraph 1,Subtenant shall not permit or cause any parry to bring any Himardous Materials upon the Leased Premises or transport,store,use,generate,manufacture or Release(defined below) any llazurdous Matoriuls on or from the Leased Premises without Sublandlord's prior written consent. As used herein, "Release" means depositing, spilling, leaking, pumping, pouring, emitting, emptying,discharging,injecting,escaping,leaching,dumping or disposing. Subtenant,at its sale cost and expense, shall operate its business in the Lcased Premises in strict compliance with all Environmental j Requirements and all requirements of this Agreement. Subtenant shall complete and certify to disclosure statements as requested by Sublandlord from time to time relating to Subtenant's transportation,storage, j use,generation,manufacture or Release of Hazardous Materials on the Leased Premises,and Subtenant shall promptly deliver to Sublandlord a copy of any notice of violation relating to the Leased Premises of any Environmental Requirement. Subtenant shall not be required to deliver the disclosure statements required under this Paragraph 40(a)more than once in any twelve(12)-month period unless some event has occurred that necessitates Sublandlord's review of such disclosure reports,including but not limited to,a possible transfer of Sublandlord's leasehold interest,or if.requested by City,any Sublandlord's mortgagee or a prospective buyer or lender of Sublandlord's leasehold interest or an Event of Default occurs. i (b) Environmental Renuirements. The term "Environmental Renuirements" means all laws regulating or relating to health,safety,or environmental conditions on,under,or about the Leased Promises orthe environment including the following; the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act;the Toxic Substances Control Act and all state and local counterparts thereto,and any common or civil law obligations including nuisance or trespass,and any other rules or requirements of Sublandlord. The term "Hazardous Materials" means and includes any substance,material, waste, pollutant,or contanthtaut that is or could be regulated under auy Environmental Requirement or that may adversely affect human health or the environment, including any solid or hazardous waste, hazardous substance, asbestos, petroleum(including crude oil or any fraction thereof,natural gas, synthetic gas, polycltlorinatcd bipltenyls [PCBs], and radioactive material). For purposes of Environmental Requirements,to the extent authorized by applicable law, Subtenant is and shall be deemed to be the responsible party,including the"owner"and"operator"of Subtenant's"facility"Find the"owner'of all D-13 US 7064697v.19 HIL900/71001 i Hazardous Materials brought on the Leased Premises by a Subtenant Party and the wastes,by-products,or residues generated,resulting,or produced therefrom. (c) Removal of Hazardous Materials. Subtenant,at its sole cost and expense,shall i remove all I lazardous Materials stored or Released by a Subtenant Party onto or from the Lcascd Premises, in a manner and to n level satisfactory to Sublandlord in its sole discretion,but in no event to a level and in a manner less than that which complies with all Environmental Requirements and does not limit any future uses of the Leased Premises or require the recording of any deed restriction or notice regarding the Leased Premises. Subtenant shall perform such work at any time during the period of this Agreement upon written request by Sublandlord or,in the absence of a specific request by Sublandlord,before Subtenant's right to possession of the Leased Premises terminates or expires. If Subtenant falls to perform such work within the time period specified by Sublandlord or before Subtenant's right to possession terminates or expires (whichever is earlier),Sublandlord may at its discretion,and without waiving any other remedy available under this Agreement or at law or equity(including on action to compel Subtenant to perform such work), perform such work at Subtcnunt's cost. Subtenant shall pay all out-of-pocket costs incurred by Sublundlord in performing such work within ten (10) days after Sublandlord's request therefor accompanied by reasonable cvldcncc supporting such costs incurred by Sublandlord. Such work performed by Sublandlord is on behalf of Subtenant and Subtennnt remains the owner,generator,operator,transporter,and/or arranger of the Hazardous Materials for purposes of Environmental Requirements. Subtenant agrees not to enter, into any agreement with any person, including any governmental authority, regarding the removal of Hazardous Materials that have been Released onto or from the Leased Premises without the written approval of the Sublandlord,which approval may be given or withheld in Sublandlord's sole but reasonable discretion. (d) Subtenant's Indemnity. Subtenant shall indemnify, defend, and hold Sublandlord hurmless from and against tiny and all losses(including diminution in value or the Leased Premises and loss of rental income from the Leased Premises),claims,demands,actions,suits,damages (including punitive damages), expenses (including remediation, removal, repair, corrective action, or cleanup expenses),and costs(including actual attorneys'fees,consultant fees or expert fees and including removal or management of any asbestos brought onto the Lensed Premises or disturbed in breach or the requirements of this Paragraph 40,regardless of whether such removal or management is required by law) which are brought or recoverable against,or suffered or incurred by Sublandlord as a result of any Release of l lazardous Materials or any breach of the requirements under this Paragraph 40 by a Subtenant Party regardless of whether Subtenant had knowledge of such noncompliance. This indemnity provision is intended to allocate responsibility between Sublandlord and Subtenant under environmental laws and shall survive termination or expiration of this Agreement. I (a) Insuectlons and Tests. Sublandlord shall have access to,and a right to perform j inspections and tests of,the Leased Premises to determine Subtenant's compliance with Environmental Requirements, its obligations under this Paragraph 40, or the environmental condition of the Leased Premises. Access to the Lased Premises shall be granted to Sublandlord upon Sublandlord's prior notice to Subtenant and in accordance with the terms of Paragraph 1. Such inspections and tests shall be conducted at Sublandlord's expense,unless such inspections or tests reveal that Subtenant has not complied with any Environmental Requirement,in which case Subtenant shall reimburse Sublandlord for the reasonable cost of such inspection and tests. Sublandlord's receipt of or satisfaction with any environmental assessment in no way waives any rights that Sublandlord holds against Subtenant. Subtenant shall promptly notify Sublandlord of any communication or report that Subtenant makes to any governmental authority regarding any possible violation of Euviromnental Requirements or Release or threat of Release of any Hazardous Materials onto or from the Leased Premises. Subtenant slral I,within five(5)days of receipt thereof,provide Sublandlord with a copy of any documents or correspondence received from any governmental agency or D-14 US 7064697v.19 HIL900/71001 other party relating to a possible violation of Environmental Requirements or claim or liability associated with the Release or threat of Release of any I iazardous Materials onto or from the Leased Promises. (t) Subtenant's lnancial Assurance in the Event of a Breach. In addition to all other rights and remedies available to Sublundlord under this Agreement or otherwise,Sublandlord may, in the event of a breach of the requirements of this Paragraph 40 that is not cured within thirty(30)days following notice of such breach by Sublandlord,require Subtenant to provide financial assurance(such as l insurance,escrow of funds or third party guarantee)in an amount and form satisfactory to Sublandlord. The requirements of this Paragraph 40 are in addition to and lint in lieu of any other provision in this Agreement. 41. Covernine Law;Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Leased Premises are located. The proper place of venue to enforce this Agreement will be the county or district in which the Leased Premises are located. 42. Joint and Several Liabililv. If Subtenant consists of more than one party(or if Subtenant j permits any other party to occupy the Leased Premises),each such party shall be jointly and severally liable for Subtenant's obligations under this Agreement. All unperformed obligations of Subtenant hereunder not fully performed at the end of the Lease Terns shall survive the end of the Lease Term,including payment obligations with respect to Rent and all obligations concerning the condition and repair of the Leased Premises. 43. Amendment.This Agreement may not be amended,modified,extended,or supplemented except by written instrument executed by but)Sublandlord and Subtenant. j 44. Counterparts.This Agreement may be executed in several counterparts,each of which shall be deemed an original,but all of which shall constitute but one and the same document. (SIGNATURES APPEAR ON FOLLOWING PAGE) I I i I D-15 US 7064697v.19 HIL900/71001 IN WITNESS Wl IF.REOF, the parties hereto have caused this Agreement to be executed as the day and your first above set forth. SUBLANDLORD: SUBTENANT: ALLIANCE Al NO. 1, LLC, a Texas limited TUSIMPLE,INC.,a Californiu corporation liability company By: -- By:__—. Name:Cheng Lu Name: Title: President Titlo: Date: Date: i I Ili I I I I [Signature Page] D-16 US 7064697v.19 1-111,900/71001 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY BEING a tract of land situated in the G.Overton Survey,Abstract Number 972,Denton County,'Texas, being a portion of that tract of land described by deed to The City of Fort Worth,recorded in Instrument Number 2015-12544, Real Property Records, Denton County, Texas, also known as Lot 1, Block 1, American Airlines Maintonance Base,an addition to the City of Foci Worth,recorded in Cabinet A,Slide 593,County Records,"Tarrant County,'I'exas,being more particularly described by motes and bounds as follows: COMMENCING at the southwest corner of said Lot 1,Block 1; THENCE N 04°58'35"E,1805.48 feet,to the POINT OF BEGINNING; 'THENCE N 10°24'56"W,375.52 feet; i THENCE N 79°35'05"E,290.00 feet; j THENCE S 10024'56"E,375.52 fbat; THENCE S 79035'05"W,290.00 feet to the Point of Beginning and containing 108,901 square feet or 2.500 acres of land more or less. I I I I I I i I D-17 US 7064697v.19 HIL900/71001 EXHIBIT'B KPICIION OFT"K PROPERTY i s: t ,Y ■ I a i i I �I Property I I i II I D-18 US 7064697v.19 HIL900/71001 Emu SItSTIENAIN'r F VSH AVORKs (Sublantdlerd Ferfmw the,CX�aulk) l. Plaw:YnIormance of Wark On or bafora the emption of this kgreem.nA,Subtenant ha. delnvlsed to Sublandlard a prtliminan- xpaw plan depi one building (tlia 'M to be rm stmtted on the Nperty, which plans there prepamd'kv Rdk Architacts ("AmUlf.c!'") and dated SeptetnW 15,7030(the" "7, The Plans are ettache�d as SchM ]e li to Us Exhibit: S.ublandlord slot! ;altse the 1�l ark(dafined k+e)ark)to be petfcraned substRrltizl aca dance sxith dhe Plam. i 3_ ' rra ''as p:rt of the robstructiou contract Mth the genaral contractor perfWmiq the W'ork, Sublandlord mill obtain a one-veax car*uCtio n N% Tarty with re;spw to the�Vorl;be*nnius od the date of Suhxtanttal_Caaraapledon.(such time perW is reed to,herain as the"Slarrantt'Pao IO j. Durkg the'44aaaW Period, if Subtenant notifies 5ublandlard of any defect in the worlanansbip or coustrurtion of the Work then Subtamdlord shell enfwee such consbuttion wwrwut against the geneinl contador perz'arrain.R the Work o u Subtenant'm behalf, Sticb cotkgmcdon ttw=ty shad �t atr'id be of no iAer force or effect(rd nelther the gents contractor performing tho Work,nor Sword�U have my ob9 nation of repria relative thereto,except for Sublandlord's obligations expszss[-provided in this Agreement)for any defect that Subtenant faik to mAce a written claims to Subbwdlord relative to such Watt on or lrel'arethe exptradon oftbe WarramtyPeriod. i a. Definitions. ,5 used harem, '' orIe' me= all imprm-emente to be cmturted in acomdaue-with and as indicaled on the Plaas,togetbar with any vmk--required by p_mvn=mW authnritiea to be made to outer was of-the Pro pertr•as a res;Wt of6e impnntbmm indicated by the p'h=. ks used herein "Subr(strgoil Con}plrlion", "Substandalls t;omplei d,"wd any`denvzlio s drjeof mm the Were in the Leamd Prern m is substmuaW completed W r+emnably deWmined by Sub4offlard)in substan ial accordance-M&tM Raps,and a certificate of occupmen,(eitlses tempeffw or permanent)or similar ri�attt to lei otoTy the Building hag been issmed from the appEcatble SotW=euw au#mrity penuitu na Subw=to lawWr owt ,the Leased Premti;re.+to the extent such certif eo are required for work surular to the t6ras& Substantial Completion shall hags occm-ed even ftao minor detailr of cuns6uetion,decoration.lmdscapingr and mechanical adjustment remain to be=pleted by Sublaud wl W lkllnyugbe 1'� 1W-beai Sublandlord considers the We* in the Loved Pincus to be SuUtantiailY Completed,Sublar&wd MU notif4•Subtext arid,xt7thm Wee(a)business dqs thereafter,Sublandlord's reprmentative and Subtmaurs representative Shell conduct a-alk-through of die.Lemed Pramisa}.and idanti€y-a w,naceawytoueh=up word repairo and amine completion it@=that are necessary for foal completion of die WorL :Neither Sublwdlord`s represwtW%v .nor S6tetnant's represeatofive sW wrc3 olably txithhold Fug or la agreer ou on Mchlist steam. Sub dlr rd gall we rewonable efl'orls to cause the contractor perfa nine the`tN&to complete all pros lust item v ifbin HdM, (30)dav&after Weemtat thereon;hwevar,Sublanifford shall not be obligated W mpape o%wtima labor in order to c=yx to such items. 5_ Micas Costa_ Subtenant shall pal,•the amtire aruouat b1,-idkh the Total ConAruction Costs(hemina#ler de&ed)exceed the Cmtruction Allotruce(hueinaflrr defined,)(mr&excess amowrt beuq tefwa to hetem ai9 cite'Tv&a AahY dI. tollottinu Sublend ord`s xequeet therefor, Subtenant � SW prorx dy(1)execute a PTO ect budget pre.pued W Subla WW%%Uch idamf'aes awh sew zgs and itemim the Total Cmtzmaia n Costa anal#eta f a Cotrstzp, s,t1!]Btt ACEy and M panto Sublaadla d 00% of Sublandlmrd'r estauate of the Excess ?lzummt. Upm Substantial Completion of the LlbA; Subtenant shill pay to Sublau lord an.),terma'rr»ng unpaid portion of the Exms Amount In the event of default of pa�-meni of arts'pmlion of Lhe Encesa Amount, Sublratdlcad(in addition to 4 other a ediel) shall hava the same riot" ass for an Bunt of De-Oult under We;kgee As used hereim,'Total ConsnvctionCosts"maw the en&a;costofperfnait. thet ak- including designoafsodapaceplanning fur time A rat`and pmpas$tioar of dw Plans and the fill"al.built''pkw of the Work,casts of con*uction D-19 US 7064697v.19 HIL900/71001 during construction, additional janitorial services, tenant signage, related taxes and insurance costs, licenses,permits,certifications,surveys and other approvals required by applicable law,any applicable governmental fees,and the construction supervision fee referenced in Section 7 of this Exhibit. 6. Construction Allowance. Sublandlord shall provide to Subtenant a construction allowance not to exceed$1,400,000.00(the"Consintction Allowance")to be applied toward the Total Construction Costs. The Construction Allowance shall not be disbursed to Subtenant in cash,but shall be applied by Sublandlord to the payment of the Total Construction Costs, if,as,and when the cost of the Work is actually incurred and paid by Sublandlord. The Construction Allowance must be used within six months following the Effective Date or shall be deemed forfeited with no further obligation by Sublandlord with respect thereto,time being of the essence with respect thereto. 7. Construction D7anaeement. Sublandlord or its affiliate or agent shall supervise the Work, make disbursements required to he made to the contractor,and act as a liaison between the contractor and Subtenant and coordinate the relationship bmcen the Work and the Property. In consideration for Sublandlord's construction supervision services, Subtenant shall pay to Sublandlord a construction supervision fee equal to five percent of the Total Construction Costs (exclusivo of the construction I supervision fee). 8. Construction Renresentatives. Sublandlord's and Subtenant's representatives for coordination of construction will be as follows,provided that either party may change its representative upon written notice to the other: Sublandlord's Representative: Eric Elrod On Iillwood Alliance Services,LLC 9800 Hillwood Parkway,Suite 300 Fort Worth,Tx 76177 Telephone: 917.224.6082 Email: cric.eh'od@billwood.com Subtenant's Representative: Annie Cook c/o'AiSirnple,Inc. 9191 Towne Centre Dr,Suite 600 San Diego,CA 92122 Telephone: 248.250.2630 Email:atmic.cook@tusimplc.ai 9. Miscellaneous. To the extent not inconsistent with this Exhibit, Section 7 of this Agreement shall govern the performance of the Work and Sublandlord's and Subtenant's respective rights and obligations regarding the improvements installed pursuant thereto. l li i i i D-20 US 7064697v.19 HIL900/71001 i i I I SCHEDULK1 PLANS [Follows this page.] I I i I i I I I I I I �I i i D-21 US 7064697v.19 HIL900/71001 i PROJECT AV AT ALLIANCE AIRPORT(9,15,2020) r.'..�Y�.n.w�-.f_v. ......•rw .r_1r..0. I �1an.p�rLrV MLnw 4C«fd.. «�.t.•K�tO.p�atiY N� �� pyy - .• -- ''.GP�d✓L¢i_ tiY..�wf.AR'wewEYJrouYG' Vy¢�.'Jenb YlfbM.l VY.4?� n _ b.t YO¢a�:IYtnMSM.'x.lrYV� 'YaaoY .. • ..••/.{{r�Vp 4'�S'pprr�>S MY.t �u�N�\..o.w:.V..M\w(rrlUr I'.�_R'�9rYCHHJ.fM IHSW T Mfa`>� a.Y(.V.�M�.VM .'.G<r-•.ur•Scvr a-...� � K41.'1rt1 YlV V'IM':R Yaw n.rh.Sui.Vn.••.I.Sw• Ye.s�ra.Y � ......w VV wM.W�M.SMYtlRY.f.�O...�Lc. i+.VR t..�t.Ml.'«I.W .et .C.:lt•rt1�f..«•..VK7. 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Y�T�:s�VM�Y•[Y...�.4 � ..M1\n:eW+.1n.NYrO4.u.Chrw+.Y..P�a4 rlonr•+r.r.M1rc r+. �I I D-26 U5 7064697v.19 HIL900/71001 I EXHIBIT D SUBTENANT'S INSURANCE Effective as of the earlier of(a)the date Subtcnant enters or occupies the Loosed Promises,m• (b)the commencement of the Lease Tenn,and continuing throughout the Lease Term, Subtcnant shall maintain the following insurance policies: 1, commercial general liability insurance (including property damage, bodily injury and personal injury coverage)in amounts of$1,000,000 per occurrence and$2,000,000 in the annual aggregate on a per location basis in primary coverage,with an additional$5,000,000 in umbrella coverage on a per location basis or,following the expiration of the initial Leasc Terns,such other amounts us Sublondlord may from time to time reasonably require,insuring Subtenant(and listing the Sublandlord Insured Parties as additional insureds),against liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Leased Premises,operations,independent contractors,products- completed operations,personal injury,advertising injury,and liability under assumed contracts(and if the use and occupancy of the Leased Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy[e.g.,the sale,service,distribution or consumption of alcoholic beverages],Subtenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activrity or matter[including liquor liability,if applicable]in such amounts as Sublandlord may reasonably require); 2. cause of loss-special risk form(formerly"all-risk")or its equivalent insurance(including sprinkler leakage,theft,boiler and machinery,ordinance and law,sewer back-up,pipe burst,wind driven rain,water leakage,flood, earthquake,windstorm and collapse coverage) covering the full value of all alterations and improvements and betterments in the Leased Premises(including the Building),naming Sublandlord and City as additional loss payees as their interests may appear; 3. cause of loss-special risk form(formerly"all-risk")or its equivalent insurance covering the full value of all furniture, trade fixtures, equipment and personal property (including property of Subtenant or others)in the Lensed Premises by or on behalf of a Subtenant Party; 4, builder's risk or property insurance during the course of construction with an installation floater where applicable; 5. commercial auto liability insurance covering automobiles owned, hired, non-owned or used by Subtenant in carrying on its business with limits not less than$1,000,000 combined single limit for each accident,insuring Subtenant(and listing the Sublandlord insured Parties as additional insureds); 6. worker's compensation insurance of$1,000,000(or such larger amount as required by applicable state law), including provisions for voluntary benefits as required in labor agreements, and employer's liability insurance writh limits of not less than$1,000,000 each accident,$1,000,000 disease policy limit,and$1,000,000 disease each employee; �I 7. business interruption and extra expense insurance in an amount typically carried by prudent tenants engaged in similar operations,but in no event in an amount less than double the annual Rent then in effect; I 8, comprehensive crime coverage of$1,000,000;and I 9. environmental impairment liability insurance insuring Subtenant (and listing the Sublandlord Insured Parties as additional insureds)against all liability for environmental damage,including third party property damage and bodily injury liability,as well as the cost of investigation and remediation D-27 US 7064697v.19 HIL900/71001 (and insuring pollution hazards from cargo),arising from the use and occupancy of the Leased Premises and,with limits of not less than$2,000,000 per claim and$2,000,000 in the aggregate. Nohvitlnstanding the foregoing,Subtenant may elect to self-insure for the risks that would be covered under(a)the comprehensive crime coverage required in Section 8 above in excess of$]00,000, and(b)the environinental impairment liability insurance coverage required in Section 9 above. In addition, Subtenant shall cause all vendors,architects and design professionals,contractors and subcontractors to procure and maintain insurance coverage(and listing the Sublandlord Insured Parties as additional insureds) against such risks,in such amounts, and with such companies us Sublandlord may reasonably require, including insurance similar to insurance Subtenant is obligated to maintain pursuant to this Exhibit D. As used in this Agreement,"Sublandlord insured Parties"means Sublandlord, Sublandlord's property management company,Sublandlord's asset management company,as each of the foregoing may be changed by Sublandlord from time-to-time,and their associated,affiliated,and subsidiary companies, owners,directors,officers,managing agents,and fiduciaries,as they exist,and City,in each case of whom Sublandlord shall have given notice to Subtenant,and any other party that Sublandlord may reasonably designate in writing from time to time.The additional insureds will be entitled to the limits stared in this Agreement,or the fill[limits of the insurance policies maintained by Subtenatt,whichever are greater. Subtcnant's insurance shall be primary and non-oontributory when any policy issued to Sublandlord, or self-insured by Sublandlord, provides duplicate or similar coverage, and in such circumstance Sublandlord's policy will be excess over SubtenatiVs policy. Subtenant shall furnish to Sublandlord certificates of such insurance and such other evidence satisfactory to Sublandlord of the maintenance of all insurance coverages required hereunder at least teii(10)days prior to the earlier ofthe commencement of the Lease Term or the date Subtenant enters or occupies the Leased Premises(in any event,whin ten[101 days of the effective date of coverage),and at least fifteen(15)days prior to each renewal of said insurance, and Subtenant shall ensure that each of its policies requires the insurance company to notify Sublandlord at (cast thirty(30)days before cancellation or material change of such policy,or if that is not possible,Subtenant sliall so notify Sublandlord in writing at least thirty(30)days before such cancellation or material change. All such insurance policies shall be in form reasonably satisfactory to Sublandlord and issued by companies with an A.M. Best rating of A+;V111 or better. I lowever,no review or approval of any insurance certificate or policy by Sublandlord shall derogate from or diminish Sublandlord's rights or Subtenant's obligations hereunder. if Subtenant fails to comply with the foregoing insurance requirements or to deliver to Sublandlord the certificates or evidence of coverage required herein, Sublandlord,in addition to any other remedy available pursuant to this Agreement or otherwise,may,but shall not be obligated to,obtain such insurance and Subtenant shall pay to Sublandlord on demand the premium costs thereof,plus an administrative fee of 15%of such cost. I i I i D-28 US 7064697v.19 HIL900/71001 i EXHIBIT E EXTENSION OPTION Subject to then-existing rights of Sublandlord under the Prime Lease,Subtenant may irrevocably elect to extend the Lease Term for one(1)period of five(5)years by delivering written notice of the exercise thereof to Sublandlord not earlier than twelve(12)months or later than six(6)months before the expiration of the Lease Term. The Rent payable for each month during such extended Lease Term shall be the greater of(1) 150% of the monthly rent payable by Sublandlord to City under the City Lease for the Leased 1remises (including annual increases therein), or(2)$18,000.00(with annual increases of 3%). Upon written request fi•om Sublandlord following extension of the City Lease for a corresponding five(5)year period, Sublandlord and Subtenant shall execute an amendment to this Agreement extending the Lease Term on the same terms and conditions provided in this Agreement(including,without limitation,Scetion 35),except as follows: (a) Rent shall be adjusted as described above; (b) Subtenant shall have no further option to extend the Lease Term unless expressly granted by Sublandlord in writing;and (c) Sublandlord shall lease to Subtenant the Leased Promises in their then- current condition,and Sublandlord shall not provide to Subtenant any allowances(e.g.,moving allowance,construction allowance,and the like)or other tenant inducements. Subtenant's rights under this Exhibit shall terminate,at Sublandlord's option,if(a)an Event of Default exists as of the date of Subtenant's exercise of its rights under this Exhibit or as of the commencement date of the extended Lease Term,(b)this Agreement or Subtenant's right to possession of any of the Leased Promises is terminated,(c)Subtenant assigns its interest in this Agreement or sublets any portion of the Loasod Promises,(d)Subtenant fails to lease from Sublandlord and occupy the entirety ofthe initial Leased Premises,(c)Sublandlord determines,in its solo but reasonable discretion,that Subtenant's financial condition or creditworthiness has materially deteriorated since the Effective Date,or(0 Subtenant fails to timely exercise its option under this Exhibit,time being of the essence with respect to Subtenant's exercise thereof. i I I I i I I 1 D-29 US 7064697v.19 1-HL900/7 1001 EXHIBIT E LIST OF APPROVED SERVICES The following services may be performed with respect to vehicles: I. Repair and maintenance; 2. Battery and component replacements; 3. Inspections and tests; 4. Cleaning;and 5. Oil changes and chemical separation. II I I I I i I I E-1 US 7064697v.19 HIL900/71001 i i EXHIBIT F PLANS AND SPECIFICATIONS [Follows this page.] III i 1 i F-1 US 7064697v.19 HIL900/71001 M ju J3 Mpg 41(St ql''R'I ju lip jR,IN! tali "lip 114,11 h I I E E I N I. lei PROJECT AV "9IN 02 US 7064697v.19 HfL900/71001 'fit 14h qJ 7T IF,� ^��{.;r�i '=il s �CI a i � © + `:5. �I IF �.... ( / j I I`� y n 1 41" 'IT wily In 1 12 Ml PROJECT AV f%j *1 011111111111 M F-3 US 7064697v.19 HIL900/71 001 .r iUl 14 PROM AV F-4 US 7064697v.19 HIL900/71001 i (f 01 t °xl •• to I I ME La I S.. 5 Y �1•1 x ^� lr' II _� '•� I -_—`_lam.' (1 .� �� �•)' ^:.=�TI="!•r.`' Ir III `I� M11wLwun W { 11�111.,1 Ilrl PROJECT AV r.,w I %1 m zz alt At"K,Won ua lunu-u t>I F-5 US 7064697v.19 HI 900/71001 3 m q 1 4 "I -VI I Kii F; is jig pp A ? ' li 1.V 11,I p VI 41 u P i I,:- I '�A c%r :�1� li:d � i 1� � ��1. � 3[ �4�sJ�: � S.,dg:y�Ese .4; 9 1�. f, }9iEi: n � J— OIL 1W 1111[i Ill 11 PROJECT AV F-6 US 7064697v.19 HIL900/71001 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FOR_ TW0RT 11-1 DATE: 6/23/2020 REFERENCE NO.:**M&C 20- LOG NAME: 21 HILLWOOD 0451 TUSIMPLE LEASE CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of a Lease Agreement with Hillwood Al No.1, LLC for Approximately 2.5 Acres of Land at Fort Worth Alliance Maintenance Base Located 2000 Eagle Parkway, Fort Worth, Texas to Construct and Maintain a Facility to Support Innovative Mobility and Transportation Solutions (COUNCIL DISTRICT 7) I RECOMMENDATION: It is recommended that the City Council authorize the execution of a lease agreement with Hillwood Al No.1, LLC for approximately 2.5 Acres of land at Fort Worth Alliance Maintenance Base located at 2000 Eagle Parkway, Fort Worth, Texas, to construct and maintain a facility to support innovative mobility and transportation solutions. i I DISCUSSION: The purpose of this Mayor and Council Communication is to authorize the execution of a lease agreement with Hillwood Al No.1, LLC ("Hillwood"), for the use of 2.5 acres of land to construct a 9,800 square foot truck maintenance facility to sublease to TuSimple, Incorporated ("TuSimple"). TuSimple is the leader in the creation and implementation of self-driving technology making it possible for long-haul heavy-duty trucks to operate autonomously on both highways and surface streets. Hillwood has been working with TuSimple to locate a property that provides approximately 2.5 acres of land to facilitate the construction of a truck maintenance facility for their operations. Hillwood and TuSimple identified ground space at the Fort Worth Alliance Maintenance Base for TuSimple's operations and Hillwood agreed to fund the cost to construct the facility to be used by TuSimple. Hillwood and the City of Fort Worth Property Management Department have negotiated and agreed on a lease agreement with Hillwood, to sublease the property to TuSimple, with the following terms: Lease Premises: • Approximately 2.5 acres of land Expansion Property Option: • Approximately 2.8 acres of land Term: Primary term of five (5) years with one extension option of five (5) years Base rent for Lease Premises: i Time Period Yearly Ground Rate Per Monthly Square Foot Rent July 1, 2020 - June 30, 2021 $0.44 $3,993.00 July 1, 2021 - June 30, $0.50 $4,537.50 2022 July 1, 2022 - June 30, $0.58 $5,263.50 2023 July 1, 2023 - June 30, $0.65 $5,898.75 2024 July 1, 2024 -June 30, $1.18 I $10,708.50 2025 Other Terms: 1. Five (5)year lease extension at market rate to be determined based on an appraisal of the property commissioned on behalf of the City. In no instance will the annual rent amount during the extension period be less than $0.95 per SF. 2. City receives ownership of the building improvements at end of lease term. 3. Actual value of building improvements must meet or exceed $1.25M. 4. Hillwood shall have the right to expand the leased pemises to include an adjoining 2.8 acres during the primary term of the lease. If a third party presents an offer to the City to lease the expansion area, Hillwood will have 30 days to exercise their option to expand the leased premises. 5. Subleases other than to TuSimple will require consent of the City Council. 6. Hillwood is responsible for all costs associated with the installation of the office and truck maintenance building to be used by TuSimple, including permitting, infrastructure improvements and connection of utilities and utility services. This property is located in Council District 7. I� FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the lease, funds will be deposited into the Alliance Maintenance Facility Fund. The Property Management Department(and Financial Management Services) are responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference# Amount j ID ID Year Chartfield 2 i FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 I Submitted for City Manager's Office by: Dana Burghdoff(8018) Originating Department Head: Steve Cooke (5134) Roger Venables(6334) Additional Information Contact: Mark Brown (5197) i ATTACHMENTS Expansion Property Lease Property Exhibit revised 6.2.2020.pdf M and C Map Hillwood TuSimple.pdf