HomeMy WebLinkAboutContract 57015 CSC No. 57015
FACILITIES LEASE AGREEMENT
This Facilities Lease Agreement(this "Lease") is made and entered as of the 19th day
of January , 2022, by and between City of Fort Worth, a Texas home rule municipal
corporation("Landlord"), and ITR Ground Services,LLC, a domestic limited liability company
("Tenant').
AGREEMENT:
NOW THEREFORE, in consideration of the duties, covenants, and obligations under
this Lease, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. For purposes of this Lease the following terms shall have the meanings
respectively indicated:
"Additional Rent"means all monetary obligations of Tenant to Landlord under the terms of this
Lease, including, but not limited to, Base Rent, Fees, and amounts due and payable by
Tenant under Section 9.4.
"Adjoining Tenants"means other tenants of the Landlord Adjoining Property.
"Affiliate" means any corporation that is a subsidiary, directly or indirectly, of any designated
entity, or any person, corporation, or entity that, directly or indirectly, controls or is
controlled by the designated entity or is under common control with the designated entity
("control", "controlled by" or"under common control with" each means the possession
of, directly or indirectly, the power to direct or to cause the direction of the management
and policies of an entity whether through the ownership of a substantial portion of the
voting securities or equity or by contract or otherwise).
"Airport' means Alliance Fort Worth Airport, located in Fort Worth, Texas.
"Amended and Restated Declaration of Covenants and Restrictions" shall mean that certain
Amended and Restated Declaration of Covenants and Restrictions, dated February 5,
2015 at 11:59:01 p.m., made by Alliance Airport Authority, Inc., ADL Development,
L.P., and Hillwood and recorded at Document Number 2015-12418 of the Real Property
Records of Denton County, Texas.
"ADA"has the meaning set forth in Section 12.1.
"ATA Specification 103" has the meaning set forth in Exhibit A.
Alliance Fort Worth Maintenance Base OFFICIAL RECORD
Lease for Space in Structures Building
Between City of Fort Worth and ITR Ground Services,LLC CITY SECRETARY
FT. WORTH, TX
"Base" means that certain land known as Alliance Fort Worth Maintenance Base, located
adjacent to the Airport and including the Facility.
"Base Rent"has the meaning set forth in Section 9.1.
"Cap"has the meaning set forth in Section 8.1.
"Capital Reserve Fee"has the meaning set forth in Exhibit F.
"Casualty Date"has the meaning set forth in Section 14.6.
"Central Utility Plant" has the meaning set forth in Section 7.1.
"Central Utility Services"means the CUP Utilities and the CUP Services, collectively.
"Claims"has the meaning set forth in Section 16.1.
"CMS Building" means Building 3 — "Controlled Material Storage" as delineated on the Site
Plan.
"Commencement Date"has the meaning set forth in Section 2.1(a).
"Common Area"means those areas of the Base designated for the common use by, and common
benefit of, all tenants of the Base, including but not limited to the lands forming part of
the Base and all facilities(including the parking facilities and entrances thereto),systems,
improvements, structures and equipment serving or benefiting the Base. Common Area
shall not include the Leased Premises or the portions of the Landlord Adjoining Property
leased to or available for lease to other tenants. The Common Area shall include the
North Lot, subject to Tenant's rights pursuant to Section 3.3.
"Common Area Fees"has the meaning set forth in Section 8.1.
"Common Area Services"has the meaning set forth in Section 8.1.
"CUP Fees"has the meaning set forth in Section 7.5.
"CUP Services"has the meaning set forth in Section 7.4.
"CUP Utilities" has the meaning set forth in Section 7.3.
"CUP Utilities and Services" means, collectively, the CUP Utilities and the CUP Services.
"Effective Date"has the meaning set forth in the last paragraph of this Lease.
"Emergency Response System"has the meaning set forth in Exhibit E.
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"Environmental Condition" has the meaning set forth in Section 10.4.
"Environmental Laws"has the meaning set forth in Section 10.3.
"Environmental Permits" means the environmental permits from Texas Commission on
Environmental Quality for Tenant's intended operations at the Facility as deemed
necessary by Texas Commission on Environmental Quality and applicable
Environmental Laws.
"Event of Default"has the meaning set forth in Section 17.1.
"Excess Load Factor"has the meaning set forth in Exhibit F.
"Facility" means the building on the Base owned by Landlord and located within the fence,
labeled as the Structures Building on the Site Plan, containing a total of approximately
186,000 square feet.
"Fees" means, collectively, Capital Reserve Fee, CUP Fees, Uplift Fees, and Common Area
Fees.
"Force Majeure Event"has the meaning set forth in Section 18.19.
"Hazardous Materials"has the meaning set forth in Section 10.3.
"Hazardous Material Liabilities"has the meaning set forth in Section 10.5.
"Hazardous Waste Building" means Building 1 — "Industrial Waste Treatment" delineated on
the Site Plan.
"Hillwood"means Hillwood/1358, Ltd., a Texas limited partnership.
"Industrial Wastewater" has the meaning set forth in the Water Pollution Control Act (Clean
Water Act of 1977), 33 U.S.C. § 1251 et seq.
"Improvements" means any Mandatory Improvements or Discretionary Improvements as
defined within Article XII of this Agreement that are made on, to or about the Leased
Premises.
"IWTF"has the meaning set forth in Section 6.1.
"Landlord Adjoining Property" means the Base, excluding the Facility.
"Landlord Distributed Utilities" has the meaning set forth in Section 4.2(a).
"Landlord Hazardous Material Liabilities"has the meaning set forth in Section 10.4.
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"Landlord's Permitted Personnel" means those authorized employees of Landlord or
Management Company that shall be permitted access to the Leased Premises, which
employees shall be designated in advance in a separate written list submitted by Landlord
or Management Company to Tenant.
"Leased Premises" means the portion of the Facility that is leased to Tenant pursuant to this
Lease, containing 21,624 square feet more specifically described in Exhibit B-2.
"Liens" has the meaning set forth in Section 12.7.
"Lift Station" means the industrial waste lift stations located on the Base, and all pipes
connecting the fWTF to such lift stations. The Lift Station shall be considered part of the
IWTF.
"Management Company" means any person or entity with whom Landlord has entered into a
written agreement at any time during the Term to oversee performance and/or provision
of, at Landlord's expense, any duties, obligations or services to be performed and/or
provided by Landlord hereunder.
"North Lot" means that certain parking lot located immediately to; the north of the Facility
and delineated as the"North Parking Lot" on the Site Plan.
"Offset Limit" has the meaning set forth in Section 17.5.
"Option Term" has the meaning set forth in Section 2.1(b).
"Permitted Absence" has the meaning set forth in Section 17.1(c).
"Plans"has the meaning set forth in Section 12.2.
"Release"has the meaning set forth in Section 10.4.
"Renewal Option" has the meaning set forth in Section 2.1(b).
"Rules and Regulations"has the meaning set forth in Section 10.2.
"Site Plan"means that site plan attached hereto as Exhibit B-1.
"Tenant Parking Spaces" has the meaning set forth in Section 2.1.
"Tenant's Building Footprint"has the meaning set forth in Exhibit G.
"Tenant's Notice" has the meaning set forth in Section 14.6.
"Tenant's Share"has the meaning set forth in Exhibit F.
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"Tenant Fuel Storage"has the meaning set forth in Section 5.2(b).
"Term"has the meaning set forth in Section 2.1(a).
"Total Base Footprint"has the meaning set forth in Exhibit G.
"Total Common Area Costs"has the meaning set forth in Exhibit G.
"Uplift Fees"has the meaning set forth in Section 6.4.
"Uplift Services"has the meaning set forth in Section 6.2.
"Utility"has the meaning set forth in Section 4.3.
"Wastewater Standards" has the meaning set forth in Exhibit C.
ARTICLE II
DEMISE; TERM
2.1 Lease of Leased Premises.
(a) Term. Landlord and Tenant agree that for a ten (10) year term commencing on
February 1, 2022 (the "Commencement Date") and expiring on January 31, 2032 (the "Term"),
unless earlier terminated as provided herein:
(i) Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Leased Premises of approximately 10,450 square feet of space in the
Structures Building #16 located at 2070 Eagle Parkway, Fort Worth, Texas 76177 on the
Alliance Maintenance Facility, more specifically described in Exhibit B-2; and
(ii) Landlord hereby grants to Tenant the use and associated rights
with respect to the Central Utility Plant and the IWTF as further provided herein; (iii)
Landlord shall distribute the Landlord Distributed Utilities and perform the obligations of
Landlord as set forth in Article IV; and
(iii) Landlord shall perform all of its obligations and provide all
services required to be performed and provided hereunder,including,without limitation,the
Uplift Services as set forth in Article VI, and the CUP Utilities and Services set forth in
Article VII; and
(iv) Landlord shall ensure that no less than twenty(20)parking spaces
as delineated on the Exhibit B-1 Site Plan ("Parking") will be available for use by Tenant
and any subtenant of Tenant and their respective employees, invitees and licensees pursuant
to Section 3.3 below, and Landlord shall ensure that the Tenant Parking Spaces include the
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greater of the minimum number of handicapped spaces required by law or such number of
handicapped spaces as exist as of the Effective Date.
Notwithstanding anything herein to the contrary, the Term shall not commence until
after approval for this Lease is granted by the Fort Worth City Council in a public
meeting.
(b) Renewal Option and Terms.
Tenant shall have the right and option to renew the Term of the Lease ("Renewal Option") for
two (2) successive additional periods of five (5) years each (the "Option Terms"); provided,
however, the Renewal Option is contingent upon the following:
(i) there is not then an Event of Default by Tenant beyond any applicable
notice and cure period provided for herein at the time Tenant gives Landlord
notice of Tenant's intention to exercise the Renewal Option; or
(ii) no event has occurred that upon notice or the passage of time would
constitute an Event of Default; and
(iii) Tenant is occupying the Leased Premises. Following the expiration of the
Option Term, Tenant shall have no further right to renew the Lease.
Exercise of Option. Tenant shall notify Landlord of either the exercise or the
refusal to exercise the Renewal Option by giving Landlord notice at least six (6)
months prior to the expiration of the Term or sixty (60) days prior to the last day
of the first Option Term. If Tenant fails to give notice to Landlord prior to the
six (6) month period, then Tenant shall forfeit the Renewal Option. If Tenant
exercises the Renewal Option, then during the applicable Option Term,
Landlord's and Tenant's respective rights, duties and obligations shall be
governed by the terms and conditions of the Lease, except as provided otherwise
herein. Time is of the essence in exercising each Renewal Option. If Tenant
exercises a Renewal Option, then during the applicable Option Term, all
references to the "Term", as used in the Lease, shall mean the"Option Term".
(iv) Base Rent for Option Term. The Base Rent for an Option Term shall be
negotiated in good faith and agreed upon by the parties, but will not increase by
more than 10%above the Base Rent for the previous year. In the event the parties
cannot reach an agreement on the Base Rent, the Base Rent for the Option Term
shall be fair market rental rate, which shall be determined as follows:
Landlord and Tenant shall each appoint an independent real estate
appraiser with an MAI designation and with at least ten (10) years' commercial
real estate appraisal experience in the area market, and experience appraising
leaseholds for similarly situated industrial facilities. The two appraisers shall
then, within ten (10) days after their designation, select an independent third
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appraiser with like qualifications. Within twenty (20) business days after the
selection of the third appraiser, a majority of the appraisers shall determine the
fair market rental rate. If a majority of the appraisers is unable to agree upon the
fair market rental rate by such time, then the two (2) closest appraisals shall be
averaged and the average will be the fair market rental rate. Tenant and Landlord
shall each bear the entire cost of the appraiser selected by it and shall share equally
the cost of the third appraiser.
2.2 Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall, in
accordance with this Section 2.2, surrender possession of the Leased Premises (including all
alterations, improvements and additions to the Leased Premises, unless such items are required
or permitted to be removed pursuant to Section 12.2) to Landlord, and Tenant shall remove, at
Tenant's expense, all of its personal property from the Leased Premises, leaving the Leased
Premises in substantially similar condition and repair as on the Effective Date, ordinary wear
and tear and casualty damage excepted and subject to the effects of any alterations,
improvements and additions as may have been made pursuant to this Lease. All removable
fixtures, equipment, inventory,tooling, appliances, furnishings, and any other personal property
owned by Tenant and located within the Leased Premises shall remain the property of Tenant
and shall be removed promptly from the Leased Premises; provided, that any damage caused to
the Leased Premises in connection with the removal thereof shall be repaired by Tenant to
Landlord's reasonable satisfaction at Tenant's cost. Tenant shall remove all of Tenant's personal
property from the Leased Premises on or before the expiration of the Term of this Lease or, in
the event of any early termination, on or before the later of(i) the effective date of termination
or(ii) such date that is ninety(90) days following the date of notice or event which gives rise to
and effects such early termination in accordance with the provisions of this Lease,provided that
if Tenant stays in possession of the Leased Premises after such termination then Tenant shall be
subject to the requirements of Section 2.3,including payment of 150%of Base Rent and payment
of Additional Rent. Any of Tenant's personal property not removed from the Leased Premises
on or before the date required in the immediately preceding sentence shall, at Landlord's option
and upon ten(10)days prior written notice to Tenant(during which time Tenant will be afforded
reasonable access to remove such property subject to the foregoing requirements regarding
damage to the Leased Premises), either become the property of Landlord or may be removed by
Landlord and Tenant shall pay to Landlord the reasonable cost of such removal within ten (10)
days after Tenant's receipt of an invoice therefor with appropriate supporting documentation.
This provision shall survive any termination of this Lease.
2.3 Holding Over. Should Tenant remain in possession of the Leased Premises (or
any portion thereof)after the expiration or earlier termination of this Lease,Tenant shall become
a tenant at sufferance and shall be liable to pay Base Rent at the rate of 150% of Base Rent due
and payable by Tenant each month, in advance, effective immediately prior to the expiration or
earlier termination of this Lease. Such occupancy shall be subject to all the terms and conditions
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of this Lease insofar as the same are applicable, including with respect to the payment of
Additional Rent that is due and payable by Tenant hereunder.
ARTICLE III
USE AND OPERATIONAL COVENANTS
3.1 Use. Tenant may use the Leased Premises, for the purpose of(i) food and beverage
preparation and storage; (ii) inflight catering services to the airline industry; (iii) catering
services to other tenants at the Base; and(iv) general office space. Tenant is not permitted at any
time during this Lease to store, prepare, use or distribute alcohol on the Leased Premises. Any
use other than the uses allowable under this Section 3.1 must be approved in writing by Landlord
prior to such use.
3.2 Operational Covenants. Tenant is required to comply with the standards and
obligations imposed within the Operational Covenants attached in Exhibit"H"to this Lease. In
the event that Tenant breaches any operational covenant within Exhibit H, Tenant will be
considered to be in default and subject to termination of the Lease.
3.3 Access.
(a) Landlord shall maintain, continuously and without interruption,
perimeter fencing around the Base,which operational controls shall be maintained from within
the CUP. Tenant and Tenant's employees, contractors, and subcontracts shall have access to
the Leased Premises at all times twenty-four (24) hours a day, seven (7) days a week, three
hundred sixty-five(365)days per year,including all holidays. Tenant,at Tenant's sole cost and
expense, may secure entrance access into the Leased Premises, but shall not allow any security
measures that would limit or deny ingress or egress to any other tenant of the Leased Premises,
nor to either vehicular or pedestrian,up to or around the exterior of the Facility at any location.
Landlord, Landlord's Permitted Personnel, and Landlord's agents, consultants, and contractors
shall have the right to enter the Leased Premises, including all secured access areas of the
Leased Premises, during normal business hours and upon 24 hours' advance notice to Tenant,
for the purpose of inspecting the Leased Premises, reading any meters or submeters related to
the services provided in this Lease, making non-emergency repairs that Landlord is obligated
or permitted to make pursuant to this Lease, or performing any other Landlord obligation;
provided, however, that any such person entering the Leased Premises (a) shall do so subject
to and in compliance with Tenant's and all applicable govermnental procedures, security and
safety programs, and rules and regulations, the Occupational Safety & Health Administration
and the Federal Aviation Administration), and (b) shall not interfere with Tenant's operations
within the Leased Premises except to the extent reasonably necessary to complete such
maintenance, repair, or replacements the Landlord is obligated or permitted to make under this
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Lease. In the event of an emergency, Landlord shall have the immediate right to access the
Leased Premises, including all secured access areas of the Leased Premises.
(b) Tenant shall have the right to access to the Alliance Airport upon
approval by the Landlord's airport management company,Alliance Air Services ("AAS").
ARTICLE IV
UTILITIES
4.1 Utilities and Services to be Obtained by Tenant. Tenant shall contract directly with
and shall be responsible for payment to the applicable utility/service provider for all telephone
and internet used by Tenant, all janitorial, trash removal, extermination and security services
(other than as specifically set forth in this Lease) required by Tenant in connection with its
operations at and use of the Leased Premises. If any other utilities required by Tenant in
connection with its operations at the Leased Premises are necessary or are not being provided
for Tenant in accordance with the provisions of Section 4.2, then to the extent available directly
to Tenant and with Landlord's written consent,which shall not unreasonably be withheld,Tenant
may contract directly with and shall be responsible for the direct payment to the applicable utility
provider for such utilities.
4.2 Utilities to be Procured and Distributed by Landlord.
(a) Landlord's Obligation. During the Term Landlord agrees to procure on
behalf of the entire Base and redistribute to the Leased Premises the following utilities (the
"Landlord Distributed Utilities"):
(i) Electric current for lighting and operation of equipment or
machines requiring electrical consumption.
(ii) Domestic water for lavatory, toilet and other purposes.
(iii) Outgoing effluent from non-industrial sources including, but not
limited to, lavatory sinks, hand washing sinks, drinking fountains, lavatory drains,
kitchen sinks, and toilets.
(iv) Natural gas, subject to Tenant's right to extend infrastructure for
natural gas to the Leased Premises, as set forth below.
All Landlord Distributed Utilities will be furnished to the Base by third-party utility providers.
Landlord at its sole cost and expenses shall maintain in good working order the conduits by
which the Landlord Distributed Utilities are made available to the Leased Premises (or removed
from the Leased Premises in the case of effluent) by Landlord at Landlord's expense; provided,
however, that in the event that new infrastructure or conduit is necessary to provide a utility
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service that is not currently provided to the Leased Premises, e.g.,natural gas,Tenant shall have
the right,but not the obligation,at its sole cost and expense to extend the necessary infrastructure
to the Leased Premises, subject to the written approval of Landlord of the location of and
construction plans for such infrastructure, such approval not to be unreasonably withheld. The
Landlord Distributed Utilities will be furnished as provided above on a continuous basis twenty-
four (24) hours per day, seven (7) days per week, and three hundred sixty-five (365) days per
year, including all holidays, except for (v) cleaning, maintenance, and repair pursuant to an
established schedule developed in consultation with Tenant (with a view to minimizing
disruption of Tenant operations)and delivered to Tenant no less than thirty(30)days in advance,
(vi) interruptions in Landlord Distributed Utilities that are the result of unscheduled maintenance
or repairs resulting from accidents, emergency situations, service interruptions by third-party
utility providers, or other occurrences beyond the reasonable control of Landlord and
Management Company, in which case no prior notice of interruption to Tenant is required
(however, Landlord shall use good faith efforts to give such notice where and as promptly as
possible) and (vii) interruptions in Landlord Distributed Utilities to the extent caused by the
negligence or willful misconduct of Tenant, or any of its agents, employees, subtenants, or
contractors.
4.3 Utility Costs. In consideration of the Landlord Distributed Utilities, Tenant shall
pay to and reimburse Landlord for its proportionate share, as set forth in this Section 4.3, of the
Utility Costs. Utility Costs pursuant to this Section 4.3 shall be invoiced by Landlord to Tenant
monthly, in arrears. For purposes of this provision, "Utility Costs" means (i) the total actual
charges of the third-party utility provider of each of such Landlord Distributed Utilities that are
charged to Landlord (or Management Company on behalf of Landlord) for the purchase of each
of such Landlord Distributed Utilities in the applicable monthly billing period multiplied by(ii)
(a)Tenant's usage of each of such Landlord Distributed Utilities(as determined by the sub-meter
that measures Tenant's usage of such Landlord Distributed Utilities) during the same monthly
period divided by(b)the total of such Landlord Distributed Utilities furnished to the Base during
the same monthly period. Utility Costs shall include any applicable distribution charges, taxes,
or other fees lawfully charged by the third party provider of such Landlord Distributed Utilities
or any governmental authority.
4.4 Management Company. The parties acknowledge that the provision of Landlord
Distributed Utilities herein may be subcontracted to and performed on behalf of Landlord
Management Company so long as Management Company is properly authorized to and holds
such licenses and permits as required by applicable law in regard to the provision of such
Landlord Company.
4.5 Notwithstanding the foregoing,Landlord shall remain fully and primarily liable and
responsible for all of the obligations of Landlord set forth in this Article IV.
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ARTICLE V
FUEL FARM; JET FUEL
[INTENTIONALLY DELETED]
ARTICLE VI
INDUSTRIAL WASTE TREATMENT FACILITY
6.1 Industrial Waste Treatment Facility. The parties acknowledge that Landlord will
operate the existing industrial waste treatment facility at the Base and in support of the Leased
Premises as delineated on the Site Plan (the "IWTF"). Landlord will maintain at its sole cost
and expense the IWTF in good working order. If Landlord determines that the configuration or
functionality of the IWTF is required to be modified or altered, then prior to malting such
modification or alteration, Landlord shall provide Tenant written notice of such determination
and consult with Tenant in good faith in order to provide Tenant the option to either(i) agree to
or recommend changes to the modification or alteration or (ii) modify its operational
requirements at the Leased Premises to make the modification or alteration unnecessary. Tenant
shall have a reasonable time to select its preferred option. The foregoing notwithstanding, in no
event shall any such modification or alteration adversely affect Tenant's use and operation of the
Leased Premises.
6.2 Landlord Obligations. Landlord shall, at its expense, provide certain industrial
wastewater services (the "Uplift Services") in support of the Tenant's operation of the Leased
Premises as more specifically delineated in Exhibit C attached hereto. The Uplift Services shall
be provided by Landlord in accordance with this Lease at a level that is sufficient to satisfy
Tenant's reasonable operational requirements at the Leased Premises. All Uplift Services will
be furnished by Landlord at Landlord's cost(subject to payment by Tenant of the Uplift Fees as
provided in Section 6.4 and as set forth in Article X).
6.3 Maintenance, Permits, and Licensing. Landlord shall, at its expense, comply with
the standards, requirements, and obligations with respect to the IWTF and Uplift Services as
specifically delineated in Exhibit C.
6.4 Uplift Fees. In consideration of the Uplift Services, Tenant shall pay to Landlord
the Uplift Services fees (the "Uplift Fees") in the amounts specified in Exhibit D. Uplift Fees
shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor.
Payment shall be submitted to such account and payable to Landlord or such party as Landlord
(or Management Company pursuant to written authorization to act on Landlord's behalf) shall
designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at
Tenant's discretion, to make any such payments in one or more lump sum(s).
6.5 Management Company. The parties acknowledge that the IWTF may be managed,
maintained and operated by, and the obligations with respect to the Uplift Services required of
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Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management
Company so long as Management Company is properly authorized to and holds such license and
permits as required by applicable law, if any, in regard to the operation of the IWTF and
performance of the Uplift Services and otherwise complies with the provisions of this Article VI
and other provisions of this Lease applicable to the IWTF, the Uplift Services and Management
Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and
responsible for all of the obligations of Landlord set forth in this Article VI.
ARTICLE VII
CENTRAL UTILITY PLANT
7.1 Central Utility. The parties acknowledge that Landlord will operate the
Central Utility Plant at the Base and in support of the Leased Premises as delineated on the Site
Plan(the"Central Utility Plant") and that Tenant shall utilize the Central Utility Plant as its sole
source for the services included in the CUP Services. Landlord at its sole cost and expense shall
maintain the Central Utility Plant in good working order. During the Term, Landlord shall not
modify or alter the configuration or functionality of the Central Utility Plant in any manner that
directly and materially increases any cost or liability to Tenant or directly and materially
adversely affects the operations of Tenant at the Leased Premises, without the prior written
agreement of Tenant, unless required by applicable law, regulations, or any governmental
authority or on account of a material change in Tenant's operations at the Leased Premises. If
Landlord determines that the configuration or functionality of the Central Utility Plant is required
to be modified or altered, then prior to making such modification or alteration, Landlord shall
provide Tenant written notice of such determination and consult with Tenant in good faith in
order to provide Tenant the option to either (i) agree to or recommend changes to the
modification or alteration or (ii) modify its operational requirements at the Leased Premises to
make the modification or alteration unnecessary. Tenant shall have a reasonable time to select
its preferred option. The foregoing notwithstanding, in no event shall any such modification or
alteration adversely affect Tenant's use and operation of the Leased Premises.
7.2 Landlord Obligations. During the Term, Landlord shall, at its expense, do all of the
following: (i) operate, maintain, insure and keep in good repair and operating condition the
Central Utility Plant, (ii) operate and maintain the Central Utility Plant in accordance with all
applicable permits, certificates, licenses and all applicable laws and operate and maintain the
Central Utility Plant in accordance with reasonable industry standards, (iii) apply for and obtain
and keep in full force and effect all permits, certifications, and licenses necessary or advisable
to lawfully operate and maintain the Central Utility Plant in compliance with applicable law and
reasonable industry standards,and(iv)furnish the CUP Utilities and Services, or cause the same
to be furnished, to the Leased Premises and for the benefit of Tenant at the level and in the
manner set forth below, but in any event at such level and in such manner as is sufficient to
satisfy Tenant's reasonable operational requirements at the Leased Premises. The CUP Utilities
and Services will be provided by Landlord to Tenant at the levels provided herein on a
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continuous basis, as needed twenty-four (24) hours per day, seven (7) days per week, three
hundred sixty-five (365) days per year, in support of Tenant's operation of the Leased Premises,
except for (v) cleaning, maintenance, and repair pursuant to an established schedule developed
in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and
delivered to Tenant no less than five (5) days in advance, (vi) interruptions in CUP Utilities and
Services that are the result of unscheduled maintenance or repairs resulting from accidents,
emergency situations, or other occurrences beyond the reasonable control of Landlord and
Management Company, in which case no prior notice of interruption to Tenant is required
(however, Landlord shall use good faith efforts to give such notice where and as promptly as
possible), and (vii) interruptions in CUP Utilities and Services caused by the sole negligence or
willful misconduct of Tenant, or any of Tenant's agents, employees, subtenants, or contractors.
7.3 CUP Utilities. All CUP Utilities will be furnished by Landlord at Landlord's cost
(subject to payment by Tenant of the CUP Utility Fees as provided in Section 7.5 and as set forth
in Article IX)and performed by Landlord in accordance with the requirements more specifically
set forth in Exhibit E hereto. "CUP Utilities"means the following utilities:
(a) Steam;
(b) Compressed Air; and
(c) Chilled Water.
7.4 CUP Services. All CUP Services will be furnished by Landlord at Landlord's cost
and performed by Landlord in accordance with the requirements more specifically set forth in
Exhibit E hereto. "CUP Services" means the following services to be provided by Landlord in
support of and as necessary for Tenant's use and operation of the Leased Premises:
(a) Fire Monitoring and Protection Services(provided,however,Tenant shall
be responsible, at its sole cost and expense,for any and all fire monitoring
and protection services within the Leased Premises); and
(b) HVAC control for the Leased Premises (provided, however, Tenant shall
be responsible, at its sole cost and expense, for any and all HVAC
G
control(s) located within the Leased Premises).
7.5 CUP Fees. In consideration of the CUP Utilities and CUP Services, Tenant shall
pay the fees specified in Exhibit F("CUP Fees")(subject to Section 9.2 below). CUP Fees shall
be invoiced by Landlord to Tenant monthly, in arrears. Payments shall be due and payable by
Tenant within thirty (30) days after receipt of an invoice therefor. Payment shall be submitted
to such account and payable to Landlord or such party as Landlord (or Management Company
pursuant to written authorization to act on Landlord's behalf) shall designate in writing from
time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion,to make
any such payments in one or more lump sum(s).
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7.6 Management Company. The parties acknowledge that the Central Utility Plant may
be managed,maintained,and operated by,and the associated obligations with respect to the CUP
Utilities and Services required of Landlord herein may be subcontracted to and performed on
behalf of Landlord by, Management Company so long as Management Company is properly
authorized to and holds such licenses and permits as required by applicable law,if any,in regard
to the operation of the Central Utility Plant and performance of the CUP Utilities and Services
and otherwise complies with the provisions of this Article VII and other provisions of this Lease
applicable to the Central Utility Plant, the CUP Utilities and Services and Management
Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and
responsible for all of the obligations of Landlord set forth in this Article VII.
ARTICLE VIII
COMMON AREA SERVICES
8.1 Common Area Services. Landlord agrees to operate, repair, and maintain the
Common Area of the Base consistent with standard industry practices pertaining to the current
use of the Base(the"Common Area Services"). In consideration of the Common Area Services,
Tenant shall pay to Landlord the Common Area Services fees (the"Common Area Fees") in the
amounts specified in Exhibit G. Notwithstanding anything herein to the contrary, the Common
Area Fees shall not exceed the Cap for each year of the Lease. As used herein, the "Cap" shall
mean an increase of no greater than five percent(5%)per year in the controllable Common Area
Fees, which shall mean expenses other than real estate taxes,the cost of all insurance relating to
the Leased Premises, and the cost of all utilities that are included as a Common Area Fee.
8.2 Management Company. The parties acknowledge that the associated obligations
with respect to the Common Area Services may be subcontracted to and performed on behalf of
Landlord by Management Company so long as Management Company is properly authorized to
and holds such licenses and permits as required by applicable law, if any, in regard to the
operation of the Common Area and performance of the obligations set forth in this Article VIII
and other provisions of this Lease applicable to the Common Area Services and Management
Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and
responsible for all of the obligations of Landlord set forth in this Article VIII.
ARTICLE IX
RENT AND FEES
9.1 Base Rent. Tenant agrees to pay"Base Rent"to Landlord,without demand or notice,
in advance in the following amounts (prorated on a per diem basis for any partial month)which
are based upon 10,450 square feet:
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Term Base Rent Less T1 rent credits Annual Monthly
Year IL $10,450.00 -$10,450.00 $0.00 $0.00
Year 2 $10,450.00 -$10,450.00 $0.00 $0.00
Year 3 $10,450.00 -$10,450.00 $0.00 $0.00
Year 4 $15,675.00 $0.00 $15,675.00 $1,306.25
Year S $15,675.00 $0.00 $15,675.00 $1,306.25
Year 6 $20,900.00 $0.00 $20,900.00 $1,741.67
Year 7 $20,900.00 $0.00 $20,900.00 $1,741.67
Year 8 $20,900.00 $0.00 $20,900.00 $1,741.67
Year 9 $20,900.00 $0.00 $20,900.00 $1,741.67
Year 10 $20,900.00 $0.00 $20,900.00 $1,741.67
9.2 Tenant Improvement Credits. In recognition and consideration of current market
conditions and the Tenant's responsibility to complete the Mandatory Improvements as
described in Section 12 of this Agreement, Landlord shall grant credits, as shown above, in an
amount of Three Dollars and 00/100 ($3.00) per square foot of the Leased Premises which will
be applied throughout the first three years of the Term for a total amount of$31,350.00 amortized
over the first three(3)years of the primary term which will cover all of the base rent for the first
three years of the term ("Tenant Improvement Credits").
9.3 Capital Reserve Fee. A component of the CUP Fees to be paid by Tenant pursuant
to Section 7.5 above is the Capital Reserve Fee as defined in Exhibit F attached hereto.
9.4 Payment. Base Rent shall be due and payable by Tenant, in advance, on or before
the first(I St)day of each calendar month at such place and to such party as Landlord shall designate
in writing from time to time. Such amounts shall be prorated for any fractional calendar month.
Tenant shall be entitled, at Tenant's sole discretion, to make such payments in one or more lurnp
sum(s) so long as the full amount of Base Rent is paid in its entirety by the first (1") day of the
month in which it is due. A late fee, pursuant to Section 18.2, of 10% interest of the amount due
will be assessed if payment is not received by the Landlord on or before the fifth (5t") day of the
month. All Lease and Operating Expense payments shall be paid via direct deposit into the
Alliance Maintenance Fund. Wiring instructions shall be provided to Tenant by the Property
Management Company.
9.5 Taxes and Other Charges. As of the Effective Date, the Base is exempt from ad
valorem taxation. However, notwithstanding the current exemption, in the event ad valorem or
any other tax, general and special assessments, or other charges of any kind are levied on or
assessed against the Leased Premises, any interest in the Leased Premises, or any equipment or
personal property in the Leased Premises, Landlord will promptly provide Tenant with copies of
any and all notices thereof,and Tenant will pay and discharge,punctually when due and payable,
as Additional Rent, (i) all amounts attributable to the Leased Premises,including any increase in
valuation attributable to Tenant, and (ii) a pro rata portion of the amount attributable to the
Common Area, based on a multiplier calculated by dividing the square footage of the Leased
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Premises by the total square footage of the Base. Such amounts shall be paid directly to the
public officer charged with their collection before they become delinquent. TENANT WILL
INDEMNIFY LANDLORD AND HOLD IT HARMLESS FROM ALL SUCH TAXES,
CHARGES, AND ASSESSMENTS. Tenant may, in good faith at its own expense (and in its
own name)contest any such taxes,charges, and assessments and must pay the contested amount,
plus any penalties and interest imposed, if and when finally determined to be due. Tenant's
failure to discharge any such tax, charge or assessment when finally due within ten (10) days
after the date Landlord supplies written notice to Tenant shall constitute an Event of Default
hereunder. However, Tenant's financial obligation to Landlord to liquidate and discharge such
tax, charge or assessment shall survive following termination of this Lease and until such a time
as the lien is discharged.
9.6 Audit Rights.
(a) Documentation Review. Upon written notice delivered to Landlord,
Tenant shall have the right from time to time to conduct such inspections and review and audit
any and all relevant documentation of or relied upon by Landlord, Management Company, or
Fuel Services Company relating to the incurring and provision of any set-vice provided for in
this Lease and computation of any such cost or fee set forth in an invoice for such set-vice.
Notwithstanding any exercise by Tenant of its audit rights, Tenant shall pay the invoice subject
to reimbursement as provided below.
(b) Services Review and Inspection. Upon reasonable notice to Landlord,
Tenant shall also have access to: (i) the Fuel Farm and all associated records, and(ii) the IWTF
and all associated records, in each case for the purpose of a compliance audit and verification
of the facilities and services provided.
(c) Procedure and Results. Any audit pursuant to Section 9.5(a) shall be
conducted at the expense of Tenant, except as otherwise expressly provided. Audits and
reviews may not be conducted more than one time per year, and may not be performed on a
contingency basis. Tenant shall promptly provide Landlord with a copy of the written audit
report prepared by Tenant or Tenant's auditor. If the written audit report proves that the
aggregate rent, costs, or Fees were overstated by Landlord by more than five percent (5%) of
the actual rent, costs,or Fees that were due to Landlord pursuant to this Lease for the applicable
period so audited, then Landlord will pay to Tenant, upon demand, the amount that the audit
determined was overcharged by Landlord if such amounts were already paid by Tenant.
(d) Landlord Audit Right. Tenant agrees that Landlord shall, until the
expiration of three(3)years after the expiration or termination of this Lease,have access to and
the right to examine any directly pertinent books, documents, papers and records of Tenant
which are required to evaluate the compliance with terms of this Lease (but excluding any
privileged and confidential attorney/client communications or work product, including
communications with, or reports or documents produced by or directed to Tenant's attorneys).
Tenant agrees that,upon at least five (5) business days prior written notice to Tenant, Landlord
shall have reasonable access during normal working hours to all necessary Tenant facilities
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required for such examination and, if available, shall be provided adequate and appropriate
workspace in order to conduct examination in compliance with the provisions of this Section
2.6(d). Landlord shall be responsible for all reasonable costs and expenses associated with any
such examination or audit. Landlord shall not interfere with Tenant's normal business
operations and shall comply with all of Tenant's security and safety procedures at its facilities.
To the extent permitted by applicable law, Landlord shall maintain as strictly confidential, and
shall cause its representatives conducting any such examination to execute in favor of Tenant a
confidentiality agreement(in form prepared by Tenant which shall be subject to all applicable
laws) regarding, all information examined, the results of any such examination, and the
resolution of any disputed issues arising in connection with such examination.
ARTICLE X
,C-dMPLIANCE WITH LAW; ENVIRONMENTAL
10.1 Environmental Permits. Tenant shall obtain all necessary Environmental Permits
and shall diligently pursue approval of the Environmental Permits until the Environmental
Permits are approved or denied. Tenant shall not perform any operations for which
Environmental Permits are required prior to receipt of the Environmental Permits.
10.2 Compliance with Rules and Regulations. Throughout the Term, Tenant shall (i)
comply or cause compliance with all environmental permits, governmental orders and
compliance plans and all laws, orders, rules, regulations, permits and requirements of duly
constituted public authorities that are applicable to Tenant's use and occupancy of the Leased
Premises (the "Rules and Regulations'), (ii) comply with all environmental permits,
governmental orders and compliance plans and all laws, orders, rules, regulations, permits and
requirements of duly constituted public authorities that are applicable to Tenant in regard to
Tenant's use of the IWTF, the Central Utility Plant, and the Fuel Farm pursuant to this Lease,
solely to the extent such use by Tenant requires Tenant to so comply, and(iii) timely submit to
the appropriate public authorities (with a copy to Landlord) all environmental notifications,
forms, reports and permit applications, alterations, modifications or renewals required in
connection with Tenant's use or occupancy of the Leased Premises. Landlord shall accept its
responsibilties of ownership and operation of the IWTF and Uplift Services, and the Fuel Farm
failure to comply with such Rules and Regulation specific to ownership and operation of such
faciltities and any violation caused by the negligence or willful misconduct of Landlord,
Management Company, Fuel Services Company or their respective agents, contractors or
employees;provided,however,Tenant will remain responsible for its specific obligations under
this Lease and its negligence or willful misconduct in connection with its use of the IWTF, the
Central Utility Plant, and the Fuel Farm.
10.3 Hazardous Materials. Subject to Landlord's obligations with respect to the IWTF
and Uplift Services and the Fuel Farm, all as provided in this Lease, any and all Hazardous
Materials generated, used, stored, treated or recycled at the Leased Premises by Tenant, its
employees, agents, contractors, guests, or invitees shall be handled and disposed of by Tenant
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(at Tenant's cost) pursuant to the terms and provisions of and in compliance with all Rules and
Regulations, including all Environmental Laws. For purposes of this Article, "Hazardous
Materials" shall include, but not be limited to, any petroleum-based products, substances or
wastes,including any additives associated therewith,pesticides,paints,solvents,polychlorinated
biphenyl, lead, cyanide, DDT, acids, explosives and any other substance or material defined or
designated as a hazardous or toxic substance, hazardous waste, hazardous material,pollutant, or
other similar term, by any federal or state environmental statute, law, permit, rule or regulation,
applicable to the Leased Premises presently in effect or that may be promulgated in the future,
as such statutes, laws, rules, regulations and permits may be amended from time to time
pertaining to protection of the environment and preventing pollution (collectively,
"Environmental Laws") including (but not limited to) the following statutes and any applicable
state or local equivalent(s): Resource Conservation and Recovery Act of 1976,42 U.S.C. § 6901
et seq., Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 40
U.S.C. § 9601 et seq., Clean Air Act, 42 U.S.C. § 7401 et seq., Water Pollution Control Act
(Clean Water Act of 1977), 33 U.S.C. § 1251 et seq., Federal Insecticide, Fungicide, and
Rodenticide Act(Pesticide Act of 1987), 7 U.S.C. § 136 et seq., Toxic Substances Control Act,
15 U.S.C. § 2601 et seq., Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq.
10.4 Environmental Procedures and Remediation. Subject to Landlord's obligations and
responsibilities with respect to the IWTF,the Uplift Services, and the Fuel Farm, all as provided
in this Lease, Tenant, its employees, agents, contractors, guests, or invitees shall not cause, or
permit the placement, discharge or disposal of any industrial or hazardous waste into (i) the
sanitary wastewater system or(ii) the IWTF, which industrial or hazardous waste contains such
constituents or characteristics as would (y) cause a violation of any of Landlord's industrial and
sanitary wastewater discharge permits, as applicable, or(z) cause a pass through or interference
at the City of Fort Worth's Publicly Owned Treatment Works or at the IWTF, as applicable.
Tenant shall not, and its employees, agents,contractors, guests, and invitees shall not Release or
cause the Release of any Hazardous Material into or onto the environment or the Leased
Premises, including but not limited to, the air, surface or subsurface soil or water such that it
causes an Environmental Condition or violates the Rules and Regulations. In the event of such
a Release or the discovery by Tenant of the presence of Hazardous Materials to the environment,
air, surface or subsurface soil or water at or above levels those which cause an Environmental
Condition or a violation of the Rules and Regulations, Tenant shall promptly notify Landlord of
such Release, discovery of Hazardous Materials, or violation of the Rules and Regulations. If
Landlord, at any time during the Term of the Lease or any extension thereof,has good reason to
suspect that there has been a Release, there is an imminent threat of a Release,or that Hazardous
Material is being stored, handled, disposed of or otherwise managed onsite in violation of
Environmental Laws, the Rules and Regulations, or the requirements of this Lease, then
Landlord may, after written communication of those reasons to Tenant, conduct environmental
testing. Landlord and Tenant shall promptly notify the applicable governmental authority(s) of
such Release, if so required under applicable Environmental Laws. The party with responsibility
under this Lease for such Release shall (and the other party may, after giving the other party
reasonable opportunity to respond, but without prejudice to seeking reimbursement for such
costs from any otherwise responsible party), promptly hire an environmental consultant, after
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giving the other party reasonable opportunity to object, to investigate and delineate the cause,
nature, and extent of any such Release or presence of Hazardous Materials. Tenant and Landlord
shall consult in good faith and diligently undertake and complete to Landlord's reasonable
satisfaction the remediation of any Hazardous Material at or originating from the Leased
Premises or Base arising out of Tenant's operations at the Leased Premises, the presence of
which constitutes an Environmental Condition or otherwise violates an applicable
Environmental Law or the Rules and Regulations. Remediation, if required, shall be conducted
in a timely and professional manner, by the responsible party's environmental consultant,
consistent with standard industry practices pertaining to the current use of the property, to those
levels accepted by all then applicable Environmental Laws governing the remediation of the
property to applicable standards protective of human health and the environment (without the
use of engineering or institutional controls other than restrictions on the residential use of the
property and use of groundwater, unless such controls are approved by Landlord, and, if such
restrictions affect Tenant operations at the Leased Premises, Tenant) or as may otherwise be
required by the governmental authority exercising jurisdiction over the remediation. Subject to
privileged attorney-client communications and work product, the party performing the
remediation and investigation shall provide to the other party, at no cost, copies of all final
studies, reports and sample analysis and results (including quality assurance data), including
submittals to and formal correspondence with any governmental authority, related to the
investigation and remediation of the Environmental Condition promptly upon receipt of request
for such information. Landlord shall provide Tenant with a minimum of seven(7) days written
notice, except when responding to an emergency in which case no prior notice shall be required,
prior to any sampling event or remediation activity. Tenant shall be responsible for and pay for
the costs and expenses of such investigation and remediation of any Hazardous Material at or
migrating from the Leased Premises or Base and proven to be arising out of Tenant's operations
at the Leased Premises. Notwithstanding the forgoing or anything else in this Lease to the
contrary, to the extent any Environmental Condition,Release or violation of any Environmental
Law relates to (i) Landlord's and/or a previous or adjoining or adjacent owner's, tenant's or
occupant's(other than Tenant's)activities or operations,including without limitation,ownership
or operation of the Leased Premises or any Landlord Adjoining Property,(ii)a Release occurring
prior to the Effective Date of this Lease unless caused by Tenant, its employees, agents,
contractors, guests, or invitees, (iii) a Release occurring on or under, or migration of Hazardous
Material from,property other than the Leased Premises,unless caused by Tenant, its employees,
agents, contractors, guests, or invitees, (iv) any Environmental Condition disclosed or reflected
as part of the Environmental Baseline (defined below), (v) any Environmental Condition that is
in violation of Landlord's representations, warranties and/or covenants under this Lease, or (vi)
any Release related to the operation of the Fuel Farm or the acts or omissions of Landlord,
Management Company, Fuel Services Company or their respective officers, employees, or
agents (collectively, "Landlord Hazardous Material Liabilities"), Tenant shall have no
responsibility whatsoever for any such Landlord Hazardous Material Liabilities. Landlord
hereby forever releases and discharges Tenant and its officers, directors, partners, employees,
agents and contractors from any responsibility whatsoever for any Landlord Hazardous Material
Liabilities. As used herein, the term "Release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any
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substance into the environment for which Release is regulated under or violates any
Environmental Laws. As used herein, the term"Environmental Condition"means the presence
of any Hazardous Material in the environment, air, surface or subsurface soil, or ground water
at a level exceeding applicable Rules and Regulations,including Environmental Laws governing
the remediation of the property to applicable standards protective of human health and the
environment.
10.5 Environmental Indemnification. TENANT AGREES TO INDEMNIFY,
DEFEND, AND HOLD LANDLORD AND ITS OFFICERS, CONTRACTORS,
DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY CLAIMS,
JUDGMENTS,DAMAGES,FINES,PENALTIES, COSTS,LIABILITIES (INCLUDING
SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS,INCLUDING REASONABLE
ATTORNEY'S FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE
EXPERT FEES, WHICH ARISE DURING OR AFTER THE TERM, OR IN
CONNECTION WITH A VIOLATION OF THE RULES AND REGULATIONS, OR
THE PRESENCE OF HAZARDOUS MATERIALS IN THE ENVIRONMENT, THE
AIR, SOIL, GROUNDWATER, OR SOIL VAPOR, INCLUDING BUT NOT LIMITED
TO LAND ON OR UNDER THE FACILITY OR ADJACENT PORTIONS OF THE
BASE, OR IN ENFORCING THE PROVISIONS OF THIS SECTION TO THE EXTENT
CAUSED BY TENANT, ITS EMPLOYEES, AGENTS, CONTRACTORS, GUESTS, OR
INVITEES, OR BY TENANT'S OPERATION OR OCCUPANCY OF THE FACILITY
DURING THE TERM OF THIS LEASE (COLLECTIVELY, "HAZARDOUS
MATERIAL LIABILITIES"). Specifically excluded from the foregoing indemnification
obligation of Tenant are the Landlord Hazardous Material Liabilities. Without limiting the
generality of the foregoing, this indemnification shall survive the expiration of this Lease and
does specifically cover costs incurred in connection with any investigation of site conditions or
any cleanup, remedial, removal, or restoration work required by any federal, state, or local
governmental agency or political subdivision because of the presence of Hazardous Materials in
the environment, air, soil, groundwater or soil vapor on or under the Leased Premises to the
extent directly caused by Tenant, its employees, agents, contractors, guests, or invitees, or
Tenant's operation or occupancy of the Leased Premises during the Term of this Lease or
migrating to adjacent portions of the Base and any location where such Hazardous Materials
from Tenant, its employees, agents, contractors, guests, or invitees, or Tenant's operation or
occupancy of the Leased Premises during the Term of the Lease may be deposited, discharged,
or located, and any location where a state or federal governmental agency has determined
liability relates directly to the Tenant's operations on the Leased Premises, except for Landlord
Hazardous Material Liabilities.
10.6 Additional Responsibilities. WITHOUT LIMITING THE GENERALITY OF
OTHER PROVISIONS OF THIS LEASE, ANY CLAIMS, JUDGMENTS, DAMAGES,
FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN
SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEY'S
FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES
INCURRED IN CONNECTION WITH THE LANDLORD HAZARDOUS MATERIAL
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LIABILITIES SHALL BE PART OF THE LANDLORD HAZARDOUS MATERIAL
LIABILITIES.
10.7 No Waiver. Notwithstanding any other provision of this Lease, Landlord does not
waive any of its immunities,rights,or responsibilities(including those with regard to compliance
and enforcement of city ordinances including but not limited to Chapter 12.5, "Environmental
Protection and Compliance," of the Code of the City of Fort Worth), nor any of its obligations
or contracts with other governmental entities as they relate to protection of the environment,
including contracts with the Texas Commission on Environmental Quality.
10.8 Notices and Copies. Tenant shall deliver to Landlord,as soon as reasonably possible
after receipt, any written notices that Tenant actually receives indicating that Tenant is or may
be violating any Environmental Laws which are issued by any federal, state, or local
environmental regulatory agency. Tenant shall provide Landlord with copies of (i) any
environmental applications for permits or modifications contemporaneous with submission to
such agency and (ii) any environmental permits or amendments prior to commencing any
construction, modification, or operations under such permits.
ARTICLE XI
CONDITION, MAINTENANCE AND REPAIR
11.1 CONDITION. TENANT ACCEPTS THE LEASED PREMISES IN ITS CONDITION
ON THE EFFECTIVE DATE, AND SUBJECT TO ALL RISKS, IF ANY, RESULTING
FROM ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS THEREIN,
EXCEPT AS ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS MAY
RELATE TO THOSE OBLIGATIONS THAT LANDLORD HAS ASSUMED HEREIN.
TENANT ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED PREMISES.
EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND
COVENANTS PROVIDED HEREIN, LANDLORD HAS NOT MADE, AND DOES NOT
HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS
OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, TITLE,
DESIGN, OPERATION, OR FITNESS FOR USE OR SUITABILITY OF THE LEASED
PREMISES IN ANY RESPECT WHATSOEVER, AND TENANT IS LEASING THE
LEASED PREMISES "AS IS, WHERE IS AND WITH ALL FAULTS". EXCEPT FOR
LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS
PROVIDED HEREIN, TENANT IS NOT RELYING ON, ANY WARRANTY, GUARANTY
OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS
TO, OR CONCERNING: (I) THE NATURE AND PHYSICAL CONDITION OF THE
LEASED PREMISES AND THE SUITABILITY THEREOF AND OF THE LEASED
PREMISES FOR ANY AND ALL ACTIVITIES AND USES TENANT MAY ELECT TO
CONDUCT THEREON; AND (Il) THE COMPLIANCE OF THE LEASED PREMISES OR
ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY
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GOVERNMENTAL AUTHORITY OR OTHER BODY INCLUDING, WITHOUT
LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND RELATED RULES
AND REGULATIONS. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS,
WARRANTIES AND COVENANTS PROVIDED HEREIN,LANDLORD MAKES NO,AND
TENANT WAIVES AND RELEASES LANDLORD FROM ANY, REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS
OF ANY INFORMATION PROVIDED TO TENANT. EXCEPT FOR LANDLORD'S
EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED
HEREIN, TENANT SPECIFICALLY UNDERSTANDS THAT ANY INFORMATION
PROVIDED BY LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS IS
SUBJECT TO TENANT'S VERIFICATION AND, NOTWITHSTANDING TENANT'S
FAILURE TO SO VERIFY THE INFORMATION, TENANT MAY NOT HOLD
LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS LIABLE OR MAKE
ANY FUTURE CLAIMS AGAINST LANDLORD, LANDLORD AFFILIATES OR
LANDLORD AGENTS AS TO THE ACCURACY OR INACCURACY OF ANY
INFORMATION PROVIDED BY LANDLORD.
11.2 Tenant's Maintenance and Repair Obligations.�
(a) Maintenance. During the Term, except as expressly provided below and
for those aspects and parts to be maintained and repaired by Landlord as provided in Section
It.3, Tenant shall keep, maintain, and repair, at its expense, all aspects and parts of the Leased
Premises reasonably neat, clean, free from waste or nuisance, and in good order and condition,
ordinary wear and tear excepted, and shall make all needed repairs and replacements thereto.
Tenant shall be responsible for all testing, repairs, and maintenance (but not full-system
replacement) of fire and life safety systems in the Leased Premises, provided that any repair of
such systems shall be coordinated in advance with Landlord to mitigate any impact to all fire
and life safety systems of the Base. Tenant shall provide to Landlord a copy of any and all
inspections of the fire and life safety systems in the Leased Premises, as soon as reasonably
practicable after Tenant's receipt thereof.
(b) Tenant's Removal of Improvements. If Tenant demolishes or removes
any improvements pursuant to the terms of this Lease, Tenant must also clear that portion of the
Leased Premises upon which the demolished building or improvement was located, remove all
demolition debris, disconnect and stub up all utilities that served the building or other
improvement, and satisfy any reasonable requirements of the Landlord necessary to control
erosion on the site,including but not limited to planting grass or other groundcover in the cleared
area. In the event of a total loss of the Leased Premises or damage to the Leased Premises, the
provisions of Article XIV shall apply.
11.3 Landlord's Maintenance and Repair Obligations. It is understood and agreed that
Landlord shall have no obligation to repair, replace, or maintain all or any portion of the Leased
Premises, nor any obligation to pay any costs or expenses, of any description, associated with
the operation of the Leased Premises, except Landlord, at its sole cost and expense, shall be
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responsible for keeping the following in a good working condition and state of repair at all times
and for the ongoing maintenance, repair, and replacement thereof. (a) the roof, structural
elements, walls, and foundations of the Leased Premises; (b) the IWTF, the Fuel Farm, and the
Central Utility Plant and any other facilities, equipment, wiring, piping, meters or submeters
necessary to provide the Uplift Services (including the IWTF) and the Central Utility Services,
provided that the cost of such repair and maintenance shall be passed through to Tenant as a
Common Area Expense, except when necessary due to the negligence or willful misconduct of
Landlord, Management Company, Fuel Services Company or Landlord's, Management
Company's or Fuel Services Company's agents or employees, contractors, tenants or invitees;
(c) all piping up to any applicable meter or submeter at or on the Leased Premises; and (d) any
metering and submetering equipment for utilities to the Leased Premises. Landlord shall not be
obligated to make any repairs, maintenance, or replacement if such repair, replacement and/or
maintenance is required due to the sole negligence or willful misconduct of Tenant or required
to be performed by Tenant, including but not limited to Improvements related to the ADA as set
forth in Section 12.1.
ARTICLE XII
ALTERATIONS,IMPROVEMENTS AND ADDITIONS
12.1 Mandatory Improvements. As part of the consideration for this Lease, Tenant
covenants and agrees that it shall construct and install certain improvements on the Leased
Premises that will (i) have a total cost of at least Sixty-Three Thousand Dollars and 00/100
($63,000.00);and(ii)contain the required improvements as described on Exhibit"I,"which shall
be referred to as "Mandatory Improvements."
a. Prior to commencement of construction of the Mandatory Improvements,Tenant shall
provide to Landlord, and Landlord must approve, comprehensive construction documents
that detail all work to be completed. The Mandatory Improvements must be completed in
accordance with the Project Schedule ("Schedule"), as identified in Exhibit" J", subject
to force majeure.
b. Tenant shall commence construction and installation of the Mandatory Improvements
immediately following the execution of this Lease, subject to force majeure, which will
consist of 10,450 square feet of office space and cafeteria demolition and finish out as
defined in more detail on Exhibit"I".
c. Construction shall be completed and Certificate of Occupancy(CO) issued therefor no
later than six(6)months after construction commences, subject to force majeure and any
other delays not caused by Tenant. Should construction not be completed as evidenced by
the issuance of a CO within the applicable time period set forth above, Tenant shall be in
default of this Lease and Landlord shall have the right to terminate this Agreement and
the Tenant's rights to the Leased Premises in its entirety.
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d. At the completion of construction of the Mandatory Improvements,Tenant shall provide
to Landlord: a copy of the CO, a complete set of Record Drawings and/or As-Built
Drawings in Adobe PDF and AutoCAD formats, and invoices or similar proof of
expenditures indicating Tenant's expenditures.
e. Tenant shall fully comply with all provisions of this Article XII in the performance of
any such Mandatory Improvements.
L In the event that Landlord and Tenant agree to deviate from the terms, provisions,
specifications or conditions of this Lease regarding the Mandatory Improvements in any
way, an Amendment to this Lease shall be signed and dated by both Landlord and Tenant
and shall be attached to and made a part of this Lease and shall supersede the previous terms,
provisions, and specifications as specifically identified.
g. The commencement and completion dates in this Section 12.1 are subject to the
provisions of Section 18.19 below, and any delay by reason of force majeure shall result in
a day-for-day extension of the period for performance, provided that the party is diligently
and continuously pursuing in good faith a remedy to the delay during such time.
12.2 Discretionary Improvements. Subject to compliance with all applicable laws, the
consent of Landlord (not to be unreasonably withheld, conditioned or delayed), and any other
restriction or necessary approval contained in the Amended and Restated Declaration of
Covenants and Restrictions, or any other document, covenant, or restriction recorded as of the
date of such proposed improvement,Tenant, at its cost,risk and expense,may(but shall have no
obligation to) construct, erect, and complete discretionary (i) installation of permanent fixtures;
(ii) alterations; (iii) additions; or(iv) improvements ("Discretionary Improvements").
12.3 Requirements Applicable to All Improvements.
(a) ADA Compliance. Tenant shall be responsible, at its sole cost and
expense, for all Improvements required for the Leased Premises to comply with the American
with Disabilities Act of 1990, as amended ("ADA"), which Tenant acknowledges may be
required in the event of any other significant Improvements.
(b) Plans. Tenant may not perform any Improvements that(i) are related to
or would affect the structural integrity of the Leased Premises or(ii) are estimated to cost more
than One Hundred Thousand Dollars ($100,000.00) unless it first submits all plans,
specifications and estimates for the costs of the proposed work ("Plans") in writing and also
requests and receives in writing approval from the Landlord for same,which approval shall not
be unreasonably withheld, conditioned or delayed. Landlord shall have thirty (30) days from
the date of submission of all required documentation to approve or disapprove Tenant's request
to perform Improvements, and if approval is granted, Landlord shall specify in writing whether
Tenant will be required to remove the Improvements and restore the Leased Premises to
substantially the same condition as before the Improvement,or whether Tenant shall not remove
the Improvement, upon termination of this Lease; provided, however, if at the time Tenant
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submits its plans, specifications and estimates to Landlord Tenant requests the right to remove
certain Improvements either upon termination of this Lease or before, Tenant shall be entitled
to so remove such Improvements unless, within said thirty(30)day period, Landlord expressly
denies such request in writing (Landlord's approval shall not be unreasonably withheld,
conditioned or delayed). Tenant's plans for construction for any Improvement shall conform in
all material respects to the architectural standards established by Landlord. All plans,
specifications, and work associated with any Improvement shall conform to all federal, state
and local laws,ordinances,rules and regulations in force at the time that the Plans are presented
for review, and the Improvements shall be constructed and maintained in compliance with
Landlord's health, safety, and environmental processes, rules, and policies for the Leased
Premises. Landlord shall have the right to inspect all work pursuant to its usual construction
inspection procedures. The approval by Landlord of any plans or specifications shall not
constitute approval of the architectural or engineering design, and Landlord, by approving the
plans and specifications, assumes no liability or responsibility for the architectural or
engineering design or for any defect in any building or improvement constructed from the plans
or specifications. Insofar as Improvements are concerned, Tenant's surrender obligation under
Section 2.3 shall be satisfied by Tenant's compliance with this Section 12.3.
(c) Work. Tenant is responsible with obtaining necessary permits for the
Improvements, provided that this agreement shall not constitute a waiver or alteration of the
City of Fort Worth's processes and requirements for permits as the permitting authority. Tenant
shall work diligently toward completion of, and shall complete, any started Improvements, all
substantially in accordance with the approved plan specifications and using contractors
reasonably acceptable to Landlord. Any of Landlord's Adjacent Property that is damaged as a
direct result of performing an Improvement shall be repaired by Tenant and returned to its
previous condition or better, at Tenant's sole cost and expense.
(d) Documents. As soon as practicable following the completion of the
Improvements, Tenant shall supply Landlord with:
(i) comprehensive sets of documentation relative to the
Improvements, including, at a minimum, as-built drawings. As-built drawings shall be
new drawings or redline changes to drawings previously provided to Landlord;
(ii) textual documentation in computer format as requested by
Landlord;
(iii) fall lien releases for all contractors, subcontractors, and suppliers
for the Improvements; and
(iv) copies of all permits and warranties for the Improvements.
(e) Qualityof f Improvements. All hmprovements shall be done in a good and
workmanlike manner, by qualified and licensed contractors or mechanics, and shall comply
with any and all Rules and Regulations.
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(f) Ownership and Requirements for Improvements. Title to and
ownership of Improvements other than new kitchen equipment and appliances ("New
Equipment") shall become property of the Landlord upon the issuance of a Certificate of
Occupancy for the Leased Premises . Any New Equipment installed by Tenant pursuant to
Section 12.1 or Section 12.2 shall become property of the Landlord upon termination of the
Lease unless Landlord requests that such certain New Equipment be removed at the end of the
Term, in which case Tenant shall remove such New Equipment and repair any damage to the
Leased Premises caused by such removal. Tenant shall have ninety (90) days after the
expiration or termination of the Term, subject to all requirements of Section 2.2, and adequate
access to the Leased Premises to remove same following receipt of such written request, and
the ownership of any New Equipment not so removed within ninety (90) days shall
automatically transfer to Landlord. Tenant acknowledges and agrees that changes to the
exterior of the Leased Premises must comply with Landlord's then-current color and appearance
requirements as disclosed by Landlord to Tenant, and Tenant shall not make any alterations,
improvements or additions to the exterior of the Leased Premises (including painting the
exterior of the Leased Premises)without Landlord's prior written consent.
(g) Liens and Encumbrances. Tenant covenants and agrees that, except for
this Lease, it will not create or suffer to be created any lien, encumbrance, or charge
(collectively, "Liens"),upon the Leased Premises, or any part thereof, and that it will promptly
satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, and
in any event within thirty (30) days after the same shall occur, all claims and demands against
Tenant or because of work contracted for or requested by Tenant for labor, materials, supplies
or other items which, if not satisfied, might by law become a Lien upon the Leased Premises,
or any part thereof, provided that Liens for labor and materials arising by operation of statutory
law shall not be within the purview of this paragraph if, when such Liens shall be perfected,
Tenant shall cause them to be promptly discharged, or if Tenant is diligently contesting the
validity of such Lien, Tenant may utilize the provisions of the next succeeding sentences. If
any such Lien shall be filed or asserted against Tenant or the Leased Premises by reason of
work, labor, services or materials supplied or claimed to have been supplied to Tenant, on the
Leased Premises, at the request or with the permission of Tenant or of anyone claiming under
it, Tenant shall, promptly, but within thirty (30) days after it receives notice of the imposition
of the filing thereof or the assertion thereof against the Leased Premises, cause the same to be
discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest,
payment, deposit, bond, order of court or otherwise. If Tenant breaches its obligations under
this subsection, then, following ten(10) business days prior written notice to Tenant, Landlord
shall have, in addition to all other remedies provided herein and by law, the right, but not the
obligation,to cause such lien to be released by such means as Landlord deems proper, including
payment of the claim giving rise to such Lien. Any amount expended by Landlord in the
performance of Tenant's obligations shall be paid by Tenant to Landlord promptly upon written
demand therefor accompanied by appropriate documentation of such expenditures.
(h) Indemnification. TENANT FURTHER AGREES TO DEFEND AND
INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS
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ON THE FACILITY, ARISING OUT OF THE PERFORMANCE OF ANY
MAINTENANCE, REPAIR, REPLACEMENT, IMPROVEMENT OR ALTERATION
BY TENANT OR TENANT'S CONTRACTOR ON THE FACILITY.
(i) Signs. Tenant may at its sole cost and expense install one (1) exterior,
building-affixed sign subject to prior written consent of Landlord not to be unreasonably
withheld, conditioned or delayed and subject to all legal requirements applicable to signage.
Tenant shall not install or place any additional exterior signage on the Leased Premises, or at
the entrance thereto, without the prior written consent of Landlord. To the extent an approval
by parties other than Landlord is required for any signage, Landlord agrees to reasonably
cooperate with Tenant to assist Tenant in securing the approval of such other party. Tenant
shall keep its signs in good repair and operating condition and will be required to remove any
signs upon expiration or termination of this Lease.
ARTICLE XIII
INSURANCE
13.1 Tenant Insurance. During the Term, Tenant, at its expense, shall procure and
maintain in connection with its lease and use of the Leased Premises, the following insurance
coverages and in accordance with all other applicable terms and conditions of this Article XIII:
(a) Commercial general liability insurance covering bodily injury and
property damage on a "claims made" basis with limits of no less than Two Million Dollars
($2,000,000.00)per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate,
(b) All Risks Property insurance with respect to Tenant's interest in the
Leased Premises and all personal property of Tenant located at or within the Leased Premises,
with coverages in such amounts and against such risks as are customarily insured against,
including,without limitation,business interruption coverage with respect to Tenant's operations
at the Leased Premises, and
13.2 Workers Compensation and Employer's Liability Insurance. Tenant represents that
Workers Compensation and Employer's Liability insurance coverages are maintained by Tenant
for all personnel working at the Leased Premises with a limit of One Million Dollars
($1,000,000.00) for each accident for bodily injury by accident or One Million Dollars
($1,000,000.00) for each employee for bodily injury by disease. Prior to the Effective Date and
upon any modification to or renewal following termination or expiration of any insurance
coverages required hereunder, Tenant will provide to Landlord a certificate of the insurer or an
authorized broker evidencing the insurance coverages and terms described in this Section.
The parties agree that the coverages and limits provided in Sections 13.1 and 13.2 may be
adjusted by Tenant upon no less than thirty (30) days prior written notice to Landlord to such
coverages and amounts as may be approved by Landlord, such approval to not be unreasonably
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withheld.
13.3 Tenant Insurance Policy Conditions. Each insurance policy required by Section 13.1
(i) shall be issued by an insurer(or insurers)possessing an A-VII A.M. Best Rating or better and
of recognized standing and authorized to issue such policy of insurance in the State of Texas;
(ii) shall provide for a waiver of subrogation by each such insurer with respect to any claims
against Landlord solely to the extent of the amount of any payment of a loss by such insurer
pursuant to the applicable insurance coverages; and (iii) shall be endorsed to prohibit
cancellation or substantial reduction of coverage by the insurer without at least thirty (30) days
prior written notice to Landlord. The liability policies and coverages set forth in clauses (a)
through(c) of Section 13.1 shall each contain an endorsement naming Landlord as an additional
insured as its interests may appear. Tenant shall be named loss payee as its interests may appear.
with respect to the insurance coverages maintained by Tenant pursuant to clause (c) on Section
13.1. Prior to the Effective Date and upon any modification to or renewal following termination
or expiration of any insurance coverages required hereunder, Tenant will provide to Landlord a
certificate of the insurer or an authorized broker evidencing the insurance coverages and terms
required by Section 13.1.
13.4 Landlord Insurance. At all times during the Term Landlord, at Landlord's sole cost
and expense, shall maintain commercially reasonable casualty and liability insurance on the
Leased Premises and all other portions of the Base. Without limiting the generality of the
foregoing, Landlord shall maintain full replacement value casualty insurance on the Leased
Premises.
13.5 MUTUAL RELEASE. LANDLORD AND TENANT RELEASE EACH OTHER FROM ALL
CLAIMS FOR LOSSES OF OR TO(I)THE FUEL FARM,THE IWTF,AND THE CENTRAL UTILITY PLANT,
(II) TENANT'S PERSONAL PROPERTY, EQUIPMENT AND FIXTURES, AND (III) TENANT'S OR
LANDLORD'S BUSINESS OR REVENUES, PROVIDED THE LOSSES ARE COVERED BY THE RELEASING
PARTY'S INSURANCE TO THE EXTENT OF THE LIMITS AS SPECIFIED IN SECTION 13.1 AND SECTION
13.2 ABOVE. THE PARTY INCURRING THE LOSS IS RESPONSIBLE FOR ANY DEDUCTIBLE OR SELF-
INSURED RETENTION UNDER ITS INSURANCE. THE PARTIES WILL NOTIFY THE ISSUING INSURANCE
COMPANIES OF THIS LEASE AND HAVE THE APPLICABLE POLICIES ENDORSED, IF NECESSARY, TO
PREVENT INVALIDATION OF COVERAGE BY REASON OF THIS PROVISION.
ARTICLE XIV
CASUALTY AND CONDEMNATION
14.1 Total Destruction. This Lease shall automatically terminate if the Leased
Premises is totally destroyed.
14.2 Partial Destruction of Leased Premises.
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(a) If the Leased Premises is damaged by any casualty and, in Landlord's
reasonable opinion, the Leased Premises (exclusive of any Improvements made to the Leased
Premises by Tenant)can be restored to its preexisting condition within one hundred eighty(180)
days after the date of the damage or destruction, Landlord shall,upon written notice from Tenant
to Landlord of such damage,except as provided in Section 14.4,promptly and with due diligence
repair the damage to the Leased Premises as provided in Section 14.4.
(b) If such repairs cannot, in the reasonable opinion of a construction
professional chosen by Landlord and reasonably acceptable to Tenant, be made within said one
hundred eighty (180) day period, then Tenant may, at its option, exercisable by written notice
given to Landlord within thirty (30) days after the date of the damage or destruction, elect to
terminate this Lease as of the date of the damage or destruction. In the event Tenant does not
elect to terminate this Lease as provided herein, Landlord shall, at Landlord's expense, repair
and restore the Leased Premises as provided in Section 14.3, and, in such event this Lease shall
remain in full force and effect but the Rent shall be abated as provided in Section 14.3.
14.3 Repair and Restoration Obligation/Rent Abatement. Landlord's restoration and
repair obligation contained herein shall consist of repairing or restoring the Leased Premises,
including all Improvements contained within the Leased Premises that were subsequently
constructed with Landlord's consent pursuant to this Lease; provided however such restoration
and repair obligation shall be limited to the amount of insurance proceeds received by Landlord
from the property insurance policy required to be maintained by Tenant pursuant to Section 13.1.
Landlord shall not be obligated to repair or restore any Improvements performed by the Tenant
that were not approved by the Landlord, and Landlord shall not be obligated to repair or restore
Tenant's personal property or trade fixtures.. Until such repairs or restoration are completed,the
Rent shall be abated from the date of damage or destruction in the same proportion that the
rentable area of the portion of the Leased Premises which is unusable by Tenant in the conduct
of its business bears to the total rentable area of the Leased Premises.
14.4 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary
contained in this Article XIV, Landlord shall have no obligation to repair the Leased Premises if
either: (a) the Leased Premises is so damaged as to require repairs to the Leased Premises
exceeding fifty percent (50%) of the full insurable value of the Leased Premises; or (b) the
damage is caused in whole or in part by the gross negligence or intentional tort of Tenant or any
person in or about the Base with Tenant's express or implied consent; or (c) the damage or
destruction occurs less than two (2) years prior to the expiration date of the then-current term,
exclusive of additional option periods. In the event Landlord does not elect to repair the Leased
Premises, this Lease shall terminate upon notice to Tenant of Landlord's election not to repair
or restore the Leased Premises.
14.5 Property Insurance Deductible. In the event a claim is made by Tenant, Landlord,
or an additional insured under the property insurance policy required to be maintained by Tenant
pursuant to Section 13.1, the party making the claim shall be responsible for the amount of the
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deductible for such policy, except to the extent that such insured claim arises from or is a result
of another party's gross negligence or willful misconduct.
14.6 Tenant's Termination Right.Notwithstanding anything in this Article XIV to the
contrary, in the event of a total loss of the Leased Premises or damage to the Leased Premises
that has a material adverse effect on Tenant's operation at the Leased Premises (as determined
by Tenant)or would require more than six(6)months to repair or rebuild,Tenant may terminate
this Lease or the affected portion thereof by giving written notice thereof("Tenant's Notice")to
Landlord within sixty (60) days after the date of such total loss or damage, in which event this
Lease shall be considered terminated in its entirety (or with respect to the affected portion, as
applicable) effective as of the date of such damage and destruction (the"Casualty Date").
14.7 Termination of the Lease or a Portion Thereof. Upon any termination of this
Lease or portion thereof in accordance with this Article XIV, Landlord shall provide Tenant
reasonable access to the Leased Premises or terminated portion thereof for a period of not more
than ninety(90) days following the Tenant's Notice, for Tenant to remove all personal property
of Tenant and its vendors and customers. If this Lease is terminated as to less than all of the
Leased Premises, the Base Rent, Additional Rent, and all other applicable charges due and
payable by Tenant hereunder will be equitably adjusted. If this Lease is not terminated pursuant
to this Article XIV, the Base Rent, Additional Rent and all other applicable charges due and
payable by Tenant hereunder shall be equitably reduced and abated during any period of time in
which the Leased Premises (or any portion thereof) cannot be reasonably used by Tenant to
conduct Tenant's business operations in the same or substantially similar manner as previously
conducted, or may not be so conducted without material additional cost or expense to Tenant,
but only to the extent the Leased Premises (or such portion thereof) is unfit for the conduct of
such operations.
14.8 Condemnation. If the Leased Premises or any portion thereof is taken by eminent
domain, the total amount of any condemnation awards paid or payable to Landlord or Tenant
shall be apportioned between Landlord and Tenant according to this Section 14.8. Tenant shall
receive that part of any condemnation awards or compensation that is attributable to the fair
market value of any improvements that were constructed or replaced by Tenant using its own
funds and any personal property or movable trade fixtures that were installed by Tenant using
solely its own funds. Notwithstanding the foregoing, Tenant may bring a separate claim in
Tenant's name to recover damages for the fair market value of any improvements that were
constructed by Tenant and any,personal property or movable trade fixtures that were installed
by Tenant using its own funds. If Tenant determines, in its reasonable discretion, that such part
of the Leased Premises has been taken so as to materially interfere with Tenant's use and
occupancy thereof, then Tenant may terminate this Lease by delivering written notice of such
election to Landlord within ninety (90) days after such taking. If this Lease is not terminated
pursuant to the terms of this Section 14.8, then this Lease shall terminate only to the part of the
Leased Premises so taken as of the date of the taking, and the Base Rent, the Additional Rent
and all other applicable charges due and payable by Tenant hereunder shall be equitably adjusted.
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14.9 Casualty or Condemnation Other than the Leased Premises. If all or any portion of
the IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Base necessary for
Tenant's operations at the Leased Premises that is owned by Landlord or leased by Landlord are
damaged, destroyed or taken by eminent domain, Landlord shall, upon request of Tenant, apply
any available insurance proceeds or condemnation awards towards, and commence with due
diligence to complete, the repair or replacement of the applicable facility; provided, however, in
the event(i)the available insurance or condemnation proceeds are insufficient to rebuild or repair
the applicable facility and Tenant is not willing to pay the difference in such cost of rebuild or
repair, or (ii) there is a total loss or material damage to any such facility that has a material
adverse effect on Tenant's operations at the Leased Premises (as determined by Tenant) and
would require more than one hundred eighty (180) days to repair or rebuild, either party may
terminate this Lease by giving written notice thereof to the other party within sixty (60) days
after the date of such total loss or material damage, in which event this Lease shall be considered
terminated effective as of the date of such damage and destruction. Upon any such termination,
Landlord shall provide to Tenant reasonable access to the Leased Premises for a period of not
more than ninety (90) days following such termination notice for Tenant to remove all personal
property of Tenant and its vendors and customers. If this Lease is not terminated as provided by
this Section 14.9, the Base Rent, Additional Rent and all other charges due hereunder shall be
equitably abated and adjusted from the date of such damage, destruction or taking, but only for
such time and to the extent the Leased Premises (or such portion thereof) cannot be reasonably
used by Tenant to conduct Tenant's business operations in the same or substantially similar
manner as previously conducted, or may not be so conducted without material additional cost or
expense to Tenant, but only to the extent the Leased Premises (or such portion thereof) is unfit
for the conduct of such operations.
ARTICLE XV
INDEMNIFICATION RELATED TO SERVICES
15.1 Tenant's Indemnification. TENANT SHALL DEFEND, INDEMNIFY, AND
HOLD HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, COSTS, FINES, PENALTIES, REMEDIATION EXPENSES, AND DAMAGES
ARISING OUT OF OR RESULTING FROM THE FOLLOWING:
(a) ANY LIABILITY OR DAMAGE FOR WHICH TENANT HAS
EXPRESSLY AGREED TO BE RESPONSIBLE AND LIABLE FOR UNDER THIS
LEASE;
(b) TENANT'S CAUSING OR PERMITTING THE PLACEMENT,
DISCHARGE OR DISPOSAL OF ANY INDUSTRIAL OR HAZARDOUS WASTE
INTO (A) THE SANITARY WASTEWATER SYSTEM OR (B) THE IWTF (VIA THE
LIFT STATION), WHICH INDUSTRIAL OR HAZARDOUS WASTE CONTAINS
SUCH CONSTITUENTS OR CHARACTERISTICS AS WOULD (i) CAUSE A
VIOLATION OF LANDLORD'S INDUSTRIAL AND SANITARY WASTEWATER
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DISCHARGE PERMITS, AS APPLICABLE, (ii) CAUSE A PASS THROUGH OR
INTERFERENCE AT THE CITY OF FORT WORTH'S PUBLICLY OWNED
TREATMENT WORKS OR AT THE IWTF, AS APPLICABLE, OR (iii) CAUSE A
VIOLATION OF THE WASTEWATER STANDARDS RESULTING IN ADDITIONAL
COSTS TO TREAT THE INDUSTRIAL OR HAZARDOUS WASTE OR RESULTING
IN ANY DAMAGE AND REMEDIATION COSTS IN RESPECT OF THE
EQUIPMENT AND FILTERS AT THE IWTF;
IN EACH CASE, SOLELY TO THE EXTENT NOT ARISING FROM THE WILLFUL
ACTS OR NEGLIGENCE OF LANDLORD OR ITS SEPARATE CONTRACTORS OR
THEIR RESPECTIVE AGENTS, EMPLOYEES, CONTRACTORS, INVITEES AND
LICENSEES.
15.2 Survival. This Article XV shall survive any termination of this Lease.
ARTICLE XVI
GENERAL INDEMNITY
16.1 Tenant's Covenant. TENANT HEREBY AGREES TO DEFEND,INDEMNIFY
AND SAVE HARMLESS LANDLORD AND LANDLORD'S OFFICERS,DIRECTORS,
PARTNERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL
CLAIMS, ACTIONS, DAMAGES, LIABILITY, COST AND EXPENSE, INCLUDING
REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT
OF OR RESULTING FROM
(a) THE POSSESSION, USE OR OCCUPANCY OF THE FACILITY
BY TENANT, OR ITS EMPLOYEES, AGENTS, SUBTENANTS, OR CONTACTORS;
(b) ANY MATERIAL BREACH BY TENANT OF THE TERMS OF
THIS LEASE,PROVIDED THAT LANDLORD HAS USED REASONABLE EFFORTS
TO MITIGATE THE DAMAGES OF SUCH BREACH; OR
(c) ANY NEGLIGENT ACT,OMISSION,WILLFUL MISCONDUCT,
OR UNLAWFUL ACT OF TENANT OR TENANT'S AGENTS, EMPLOYEES,
LICENSEES, SUBTENANTS, CONTRACTORS, OR INVITEES;
EXCLUDING IN EACH CASE, HOWEVER, SUCH CLAIMS ARISING OUT OF THE
NEGLIGENT ACTS, OMISSIONS, UNLAWFUL ACT, OR WILLFUL MISCONDUCT
OF LANDLORD OR ITS SEPARATE CONTRACTORS, OR THEIR AGENTS,
EMPLOYEES, LICENSEES, OR INVITEES,. THE PROVISIONS OF THIS SECTION
16.1 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS
LEASE.
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Lease for Space in Structures Building
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ARTICLE XVII
EVENTS OF DEFAULT; REMEDIES
17.1 Default by Tenant; Event of Default. In addition to any specific breach listed in this
Lease, any of the following events shall constitute an"Event of Default"and a breach by Tenant
under this Lease:
(a) Tenant fails to pay Base Rent, Additional Rent, or any other charges due
and payable as required hereunder when due, and such failure continues for a period of five (5)
business days following Tenant's receipt of written notice from Landlord that such payment is
past due;
(b) Tenant fails to observe or perform any of the material covenants,
conditions or provisions of this Lease, and such failure continues for a period of thirty(30) days
following Tenant's receipt of written notice thereof from Landlord, which notice specifically
describes the default in question;provided,however,that in the event such default is not capable
of being cured within such thirty(30) day period, Tenant shall be given such additional time as
is required to cure such default so long as Tenant commences such cure within such thirty(30)
day period and diligently prosecutes the cure to completion within sixty(60) days; or
(c) Tenant abandons the Leased Premises (except for a Permitted Absence)
and fails to reoccupy the Leased Premises within thirty(30) days following Tenant's receipt of
written notice thereof from Landlord. Notwithstanding the foregoing, Tenant may abandon or
vacate the Leased Premises at any time during the last three (3) months of the Term, provided
that it otherwise performs its other obligations under this Lease. "Permitted Absence" means
any abandonment or vacation of the Leased Premises by Tenant resulting from an event of force
majeure, casualty damage, or condemnation.
17.2 Remedies. Upon the occurrence of an Event of Default, Landlord may: (i)terminate
this Lease; (ii) terminate Tenant's right of possession of the Leased Premises, without
terminating this Lease, and relet the Leased Premises on behalf of Tenant; (iii) enter and take
possession of the Leased Premises; (iv) remove and store all Tenant's furniture, fixtures,
equipment,and personal property in the Leased Premises;(v)enter the Leased Premises and cure
the Event of Default; and (vi) withhold or suspend payment of sums Landlord would otherwise
be obligated to pay to Tenant under this Lease. Landlord may, at any time after terminating
Tenant's right to possess the Leased Premises without terminating this Lease, elect to terminate
this Lease and pursue any and all other rights and remedies otherwise available upon such latter
election. All of the rights and remedies of Landlord set forth in this Lease or available under
Applicable Law are cumulative.
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17.3 Measure of Damages.
(a) Performance of Tenant's Obligations. If Landlord clues Tenant's
Default, then Tenant will immediately pay Landlord (i) all reasonable expenses incurred by
Landlord in enforcing this Lease, including all legal costs (including attorneys' fees), (ii) all
reasonable expenses incurred by Landlord in curing Tenant's Default, and (iii) all other
damages incurred by Landlord due to the Event of Default, subject to Landlord's duty to
mitigate any and all such damages.
(b) Surrender; Outstanding Obligations. If Landlord terminates Tenant's
right to possess the Leased Premises but not this Lease, then Tenant will immediately vacate
and surrender the Leased Premises and pay Landlord (i) the reasonable cost of recovering the
Leased Premises and removing and storing Tenant's furniture,fixtures,equipment,and personal
property or other property and (ii) the amounts referenced in clauses (i) through(iii) of Section
17.3(a). All Base Rent or any other fee or charge due and payable as required hereunder will
continue to accrue after Landlord terminates Tenant's right of possession and is to be payable
in accordance with the provisions in Section 17.3(c).
(c) Lease Payments for Remainder of the Term. If Landlord terminates
Tenant's right to possess the Leased Premises but not this Lease, then Tenant will be obligated
to pay to Landlord the Monthly Base Rent plus fees or charges due as defined in the terms of
the Lease until the Lease Term ends or pay the amount in full at any time during the remainder
of the Lease Term based on the net present value, the discount rate for this calculation being
4%.
17.4 Landlord Reasonable Efforts to Relet. Upon termination of Tenant's right to possess
the Leased Premises, to the extent required by applicable law, Landlord will use reasonable
efforts to relet the Leased Premises. Landlord will be deemed to be acting reasonably if Landlord
refuses to lease the Leased Premises to a prospective new Tenant who (i) is an Affiliate of
Tenant, (ii) requires additional leasehold improvements to be made at Landlord's expense, or
(iii) desires (A) to lease for a shorter or longer term than remains under this Lease, (B) to
reconfigure or combine the Leased Premises with other space, (C) to take only a part of the
Leased Premises, or(D) to change the permitted use.
17.5 Default by Landlord. Landlord will in no event be charged with a default in the
performance of any obligations under this Lease unless and until Landlord has failed to perform
such obligations for a period of thirty (30) days, except in cases of emergency, to cure any such
default after written notice by Tenant is received by Landlord properly specifying Landlord's failure
to perform any such obligations; provided, however, that if the nature of Landlord's obligation is
such that more than thirty (30) days are required for performance then Landlord shall not be in
default if Landlord commences performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion (but not to exceed an additional sixty (60) days). If
Landlord fails to perform Landlord's obligations within such timeframe after receipt of written
notice of such default, except in cases of emergency, Tenant may at its option (but shall not be
required to) perform such obligations on Landlord's behalf, and the actual and reasonable costs
Alliance Fort Worth Maintenance Base
Lease for Space in Structures Building
Between City of Fort Worth and ITR Ground Services,LLC
Page 34 of 58
thereof shall be due and payable by Landlord within thirty(30)days after written notice to Landlord.
Notwithstanding anything in this Lease to the contrary, in the event Tenant has not received such
payment within such thirty(30)day period,then Tenant may offset said amounts against Base Rent
subject to the Offset Limit(as such term is defined herein). The maximum amount that Tenant may
deduct in any one month(the"Offset Limit")shall be limited to the greater of(i)twenty-five percent
(25%)of the then monthly base rent or(ii) the amount necessary to fully amortize in equal monthly
amounts the amount due (including interest of 8% per annum) over the remainder of the Term
(including any shortened Term if this Lease is terminated prior to its current expiration date, and
assuming no extensions of the Term beyond its current expiration date).
ARTICLE XVIII
MISCELLANEOUS
18.1 Assignment and Subleasing.
a) By Tenant. Except as expressly permitted below, Tenant shall not,
without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or
delayed, including any necessary City Council approval, assign, sublet, transfer, mortgage or
hypothecate this Lease or the right to use and occupy the Leased Premises, and any attempt to
do any of the foregoing without Landlord's consent shall be void. Consent to one assignment or
subletting shall not be deemed to be consent to any subsequent assignment or subletting. Upon
any sublease or assignment, including under Section 18.1(b) or Section 18.1(c), Tenant shall
(i)remain liable for the payment of all rent and fees,and the performance of all obligations under
the Lease and(ii) promptly pay to Landlord all rent proceeds over and above the Basic Rent then
in effect, which is derived by Tenant from a third party sublease. Sublease rights are personal
to Tenant named herein and not to any assignee or subtenant, and are not appurtenant to the
Leased Premises or this Lease.
b) Tenant's Permitted Assignee. Notwithstanding the provisions of Section
18.1 a above, Landlord acknowledges that Tenant may, without obtaining the prior written
consent of Landlord, assign the Lease to an Affiliate of Tenant. Tenant will promptly notify
Landlord of any such assignment and will provide Landlord with a copy of any executed
subleases or assignments.
c) Sublease. Tenant may sublease any portion of its rights under this Lease
to any party that Tenant may elect upon the written consent of Landlord,which consent shall not
be unreasonably withheld, conditioned or delayed.
d) By Landlord. Landlord may, without Tenant's consent, sell, assign or
otherwise transfer or convey all of Landlord's interest in and to this Lease, the Base, the Leased
Premises, the Central Utility Plant, the Fuel Farm and the IWTF, and Tenant agrees to attorn to
the new owner as"Landlord"for all purposes hereunder so long as Landlord provides Tenant no
less than thirty (30) days prior written notice of the effective date of any such proposed sale,
Alliance Fort Worth Maintenance Base
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assignment, transfer or conveyance and such assignee (i) has or will have all the permits,
certificates, licenses, and authorizations that are necessary and advisable for such transferee to
fulfill the obligations of"Landlord" under this Lease (or has contracted with a Management
Company or Fuel Services Company to fulfill such obligations and that has all such permits,
licenses and authorizations) and (ii) enters into a written agreement (a copy of which is to be
provided to Tenant) pursuant to which such transferee acquires all rights and assumes all
obligations of Landlord under this Lease and any other agreement or document necessary to
provide to Tenant the benefits and rights afforded to Tenant under this Lease,as if such transferee
were named Landlord herein.
18.2 Interest Charges. Should either party fail to pay any amount due to Landlord under
this Lease when due, interest will accrue from the date on which such sum is due and such interest
will be paid at the time of payment of the delinquent sum. Whenever reference is made in this
Lease to the accrual of interest on sums due or whenever any amount owed is not paid when due,
such sum will bear interest at a rate of ten percent(10%)per annum.
18.3 Attorneys' Fees. If either party brings an action in litigation related to this Lease,
the prevailing party shall be entitled to recover from the non-prevailing party the reasonable
attorneys' fees and litigation costs incurred by such prevailing party in connection with such
litigation.
18.4 Severability. Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the fullest extent permitted by law,the parties hereby waive any provision
of law which may render any provision hereof void or unenforceable in any respect.
18.5 Entire Agreement; Amendments. This Lease constitutes the complete agreement of
the parties with respect to the subject matter contained herein and supersedes all previous
agreements, representations and understandings concerning the same. The provisions of this Lease
may be modified, amended or waived only by a written instrument, executed by Landlord and
Tenant.
18.6 Notices. Unless otherwise expressly set forth in this Lease, all notices, reports,
invoices and other communications required hereunder to be given to or made upon any party shall
be in writing, shall be addressed as provided below and shall be considered as properly given and
received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is
obtained); (ii) one (1) business day after dispatch, if dispatched by a recognized express delivery
service which provides signed acknowledgments of receipt; or (iii) three (3) business days after
deposit in the U. S. mail, if sent by certified or registered first class mail, postage prepaid, return
receipt requested. For the purposes of notice,the addresses of the parties shall be as set forth below;
provided,however, that either party shall have the right to change its address for notice to any other
location by giving at least three (3) business days prior written notice to the other party in the
manner set forth above.
Alliance Fort Worth Maintenance Base
Lease for Space in Structures Building
Between City of Fort Worth and ITR Ground Services, LLC
Page 36 of 58
If to Landlord:
City of Fort Worth
Property Management Department
900 Monroe Street, Suite 400 Street
Fort Worth, Texas 76102
Attention: Lease Management
With a copy to:
City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
If to Tenant:
O'Neill's Inflight Catering, ITR Ground Services,LLC
2070 Eagle Parkway, Bldg#16
Fort Worth, Texas 76177
Attn: Neill Reagan
With a copy to:
18.7 Waiver Remedies Cumulative. Either party to this Lease may specifically waive in
writing any rights, terms or conditions hereunder, or any breach hereof, but no such waiver shall
constitute a waiver of any other right, term,condition or breach. By written notice, a waiving party
may at any time direct future compliance with any matter previously waived, in which event, such
party shall comply as directed from that time forward. No delay or omission in the exercise or
enforcement of any right or remedy hereunder by either party shall be construed as a waiver of such
right or remedy. All remedies, rights, undertakings, obligations and agreements contained herein
shall be cumulative and not mutually exclusive.
18.8 Binding Effect. This Lease shall be binding upon the parties, their personal
representatives, successors and assigns.
18.9 Governing Law. This Lease will be governed by, and construed in accordance with,
the laws of the State of Texas without regard to choice of law principles. Any suit, action or
proceeding with respect to this Lease may be brought exclusively in the courts of the State of Texas,
County of Tarrant, or in the United States District Court for the Northern District of Texas, Fort
Worth Division,as Tenant or Landlord,whichever is applicable, in its sole discretion may elect and
Landlord and Tenant hereby submit to the jurisdiction of such courts for the purpose of any suit,
action or proceeding.
18.10 References. All references in this Lease to particular Articles and Sections are
references to Articles and Sections of this Lease, unless otherwise indicated. The headings and
Alliance Fort Worth Maintenance Base
Lease for Space in Structures Building
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Page 37 of 58
captions in this Lease are furnished for convenience of reference only and do not constitute a part
of this Lease or in any way affect the meaning or interpretation of the terms or provisions hereof.
References in the singular number in this Lease shall be considered to include the plural, if and
when appropriate, and vice versa.
18.11 Multiple Counterparts. This Lease may be executed in multiple counterparts, each
of which shall be an original but all of which together shall constitute but one and the same
instrument.
18.12 Recordation. Landlord and Tenant agree not to record this Lease, but both parties
hereto agree, on request of the other, to execute a memorandum of lease in recordable form and
complying with applicable laws of the State of Texas,which memorandum of lease may be recorded
by the party requesting same at such party's cost.
18.13 Construction. This Lease is the product of negotiations between the parties, and
shall be construed as if jointly prepared and drafted by them. No provision hereof shall be construed
for or against any party due to its actual role in the preparation or drafting hereof by reason of
ambiguity in language, rules of construction against the drafting party or similar doctrine.
18.14 No Third Party Beneficiaries. Except as otherwise provided herein, nothing in this
Lease shall be construed as giving any person other than the parties hereto any right, remedy or
claim under or in respect of this Lease or any provision hereof.
18.15 Brokerage. Each party warrants to the other that it has had no dealings with any
broker, agent or consultant in connection with this Lease except Hillwood Properties, whose
commission Landlord shall pay pursuant to a separate agreement. Tenant shall have no obligation
for any commission.
18.16 Compliance with Laws Tenant must at all times conduct its operations at and use
the Leased Premises in material compliance with all statutes,laws,rules,regulations and ordinances
as may exist from time to time. Landlord must at all times perform its obligations under this Lease
in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from
time to time. Tenant hereby represents and warrants that prior to the Effective Date, it shall have
obtained(i)any such permit as is necessary or required by any governmental or quasi-governmental
authority in order to properly discharge industrial and sanitary wastewater from the Leased
Premises that is generated by Tenant in the conduct of its operations at and use of the Leased
Premises,and(ii)any other permit or license that is required in order for Tenant to properly perform
Tenant's obligations hereunder and conduct its operations at the Leased Premises. Landlord hereby
represents and warrants that prior to the Effective Date it shall have obtained or caused Management
Company or Fuel Services Company to have obtained(i)any such permit as is necessary or required
by any governmental or quasi-governmental authority in order to operate the Fuel Farm, the IWTF
and the CUPS Facility, including,without limitation, permits related to air, storm water,waste, and
wastewater, and (ii) any other permit or license that is required in order for Landlord to properly
perform Landlord's obligations hereunder.
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Lease for Space in Structures Building
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Page 38 of 58
18.17 Governmental Powers. By execution of this Lease, neither Landlord nor any of its
assignees or transferees waives or surrenders any of their governmental powers or immunities.
18.18 Force Majeure. If either party is unable, either in whole or part, to fulfill its
obligations under this Lease due to acts of God; strikes, lockouts, or other industrial disturbances;
acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission,
or agency of the United States or of any state; declaration of a state of disaster or of emergency by
the federal,state,county,or city government in accordance with applicable law;issuance of a Level
Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and
restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable
control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure
Event will be suspended only during the continuance of such event.
Exhibits:
• Exhibit A—Jet Fuel Specification [Intentionally Deleted]
• Exhibit B-1 —Site Plan
• Exhibit B-2—Leased Premises
• Exhibit C—Uplift Services
• Exhibit D—Fees for Uplift Services
• Exhibit E—CUP Utilities and Services
• Exhibit F—CUP Utilities and Services Fees
• Exhibit G—Common Area Fees
• Exhibit H—Operational Covenants
• Exhibit I—Mandatory Improvements
• Exhibit J—Project Schedule
[Signature Page Follows]
Alliance Fort Worth Maintenance Base
Lease for Space in Structures Building
Between City of Fort Worth and ITR Ground Services,LLC
Page 39 of 58
The parties hereto have executed this Lease to be effective on , 2022 (the
"Effective Date").
LANDLORD: TENANT:
CITY OF FORT WORTH, ITR GRO MSEI�CES, LLC.
a Texas home rule municipal corporation
Daea Lff�j��fGdl')4�F
By: Dana Burg hd off(Jan2020,202— 108:56(SI) By:
Name: Dana Burghdott Name:
Title; Assistant City Manager Title: �
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Mark B,d n(Jan 19,202215:47 CST)
Name of Employee
Lease Manager,Property Management Department
Title
Approved as to form and legality:
Thomas R. Hansen
Assistant City Attorney ��oa FORr
O�°°
Attest: p�o O�.A��
Tannef fe S.Goodall 1 o
Jannette S.Goodall(Jan 20,202209:33 CST) ,�0 O��
o °
Jannette S. Goodall ��'F od
City Secretary a�� �°°°°°
ZIP*X A db a
Form 1295: 2021-827900
Contract Authorization:
M&C 21-0983
Date: 12/14/2021
Alliance Fort Worth Maintenance Base OFFICIAL RECORD
Lease for Space in Structures Building CITY SECRETARY
Between City of Fort Worth and ITR Ground Services,LLC
FT. WORTH, TX
EXHIBIT A
JET FUEL SPECIFICATIONS AND FUEL FARM
[Intentionally deleted]
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Lease of Structures Building to Paramount Aerospace Systems USA, Incorporated
Page 41 of 58
EXHIBIT B-1
SITE PLAN
I i�'� r .IFS Y J! '•1 '�.�
- Q•`�! i� � Ii-�'ry' ,may. �'.`, r ,t `� �*)y w .�..RJ �..+�/J� - —
Leased Premises
Parking Area Structures Building
V 2070 Eagle Parkway;
Fort Worth,TX 76177
YVI
` Parking Area
V
... r •
•i r. - u� � r:
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Lease of Structures Building to Paramount Aerospace Systems USA,
Incorporated Page 42 of 58
EXHIBIT B-2
LEASED PREMISES
14 11
1 1 O'Neill's Potential
Lease Space
(10,450 RSF) slum
I
( 1 0 0 _i o d a
s r
e �
' _ 1 um M
LiJ c.a
Paramount Lease Space .r Al Lease Space
IA
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Lease for Space in Structures Building
Between City of Fort Worth and ITR Ground Services,LLC
Page 43 of 58
EXHIBIT C
UPLIFT SERVICES
The IWTF collects and processes wastewater, generates Reverse Osmosis (RO) water and
distributes treated water to the Base, including the Leased Premises. During the Term, the Lift
Station shall be available to receive the flow of Industrial Wastewater from Tenant's operations
that are transported through it to the IWTF on a continuous basis twenty-four (24) hours per day,
seven (7) days per week, three hundred sixty-five (365) days per year.
Generally, Landlord will be responsible for the maintenance, operation, and compliance
of the IWTF in a reasonable manner. More specifically, Landlord will be responsible for collecting
the uplift (wastewater) meter readings for the Base, including the Leased Premises, the Central
Utility Plant, and shall perform all of the following during the Term: (i) operate, maintain, insure
and keep in good repair and operating condition the IWTF (including all pipes connecting the
IWTF to the Lift Station), (ii) operate and maintain the IWTF in accordance with all applicable
Landlord-held permits, certificates, licenses and all applicable laws and regulations and operate
and maintain the IWTF Station in accordance with reasonable industry standards, (iii) apply for
and obtain and keep in full force and effect,and comply with all terms of,all permits,certifications,
and licenses necessary or advisable to lawfully operate and maintain the IWTF and to perform the
Uplift Services in compliance with applicable laws and regulations and reasonable industry
standards, and (iv) employ and maintain properly licensed and qualified operators to operate the
IWTF and to perform the Uplift Services.
Landlord shall have the right, but not the obligation, to sample the Industrial Wastewater
transported through the Lift Station using the internal testing equipment in existence and in place
at the IWTF as of the Effective Date, and if Landlord completes such sampling, Landlord must
deliver to Tenant the testing results within three (3) business days after receiving such testing
results.
Tenant shall have the right, but not the obligation, to sample the Industrial Wastewater
transported through the Lift Station at commercially reasonable intervals to confirm the Industrial
Wastewater is within the acceptable limits regarding substances and concentrations as determined
by commercially reasonable industry standards (the"Wastewater Standards").
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Lease for Space in Structures Building
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Page 44 of 58
EXHIBIT D
FEES FOR UPLIFT SERVICES
The Uplift Fees shall be calculated using the following formula:
(Tenant Uplift Services Usage/Total Uplift Services Usage) * (Total IWTF Costs)
Where the capitalized terms not otherwise defined in this Lease shall have the following meanings:
"Tenant Uplift Services Usage" means the gallons of Industrial Wastewater transported
through the Lift Station to the IWTF on behalf of Tenant in the applicable monthly billing
period(as determined by the applicable sub-meter).
"Total Uplift Services Usage" means the total number of gallons of Industrial Wastewater
transported to the IWTF,whether on behalf of Tenant,the Adjoining Tenants,or otherwise,
in the applicable monthly billing period.
"Total IWTF Costs" shall mean Landlord's reasonable out-of-pocket operating costs of
providing the Uplift Services in the applicable monthly billing period and shall include the
salaries of Landlord's (or Management Company, as applicable) employees (or portion
thereof) solely to the extent directly attributable to the operation of the IWTF,
administrative overhead directly attributable to the operation of the IWTF, costs of input
(e.g., natural gas, electricity and water) required to operate the IWTF, costs of materials
and maintenance costs of the IWTF, licensing costs to the extent attributable to the IWTF,
and other costs incurred in the normal course of operating the IWTF. The Total IWTF
Costs shall not include capital costs or other costs that are reimbursed by insurance or other
third-party sources and shall be adjusted by any reimbursements, discounts, rebates,
credits, and refunds received by Landlord.
i
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Lease of Structures Building to Paramount Aerospace Systems USA,
Incorporated Page 45 of 58
EXHIBIT E
CUP UTILITIES AND SERVICES
CUP Utilities
Steam: Landlord must maintain minimum steam pressure of 150 PSI (or such other
minimum pressure as the parties may hereafter agree from time to time) and a baseline minimum
capacity of 20,000 pounds/hour.
Compressed Air: Landlord must maintain the compressed air system at a minimum of 100
PSI(or such other minimum pressure as the parties may hereafter agree from time to time)at 1000
CMF/minimum average capacity. The optimal air pressure is between 103 and 105 PSI;provided,
however, it shall never exceed 125 PSI.
Chilled Water: Landlord must maintain enough delivered capacity to maintain a baseline
of 2,600 gallons per minute of water with a temperature of 43-45 degrees Fahrenheit, which
baseline has been a successful strategy employed in the past to permit an optimal air temperature
for the buildings located on the Leased Premises of 72 degrees Fahrenheit.
Landlord will be responsible for maintenance, operation and compliance of the Central Utility
Plant in order to assure the provision of the CUP Utilities to Tenant as required under the Lease.
Landlord will be responsible for collecting the meter readings for each utility component(stearn,
chilled water, and compressed air) for the Base, including the Leased Premises and all other
buildings and facilities receiving any CUP Utilities.
CUP Services
Fire Monitoring and Protection Services: Landlord must maintain both a monitoring
network. and a suppression network up to the walls of Tenant's Lease Premises. Landlord must
maintain and operate the central pump house to provide water pressure for the fire suppression
systems, and such central pump must maintain enough pressure to run the suppression systems of
multiple buildings at one time. Landlord must also maintain and operate the master fire and smoke
detection panels, including that to which Tenant's subpanel connects.
Tenants is responsible for the cost of their pro-rated share of the fire monitoring and protection
services of the Leased Premises.
HVAC Control for the Leased Premises: Landlord shall continuously monitor and adjust
from the CUP as necessary the indoor air temperatures within the Leased Premises so as to assist
the Tenant in achieving the agreed target temperatures in all of the buildings located on the Leased
Premises. If Tenant requests an adjustment of individual valve settings for ambient temperature,
Landlord must acknowledge Tenant's request within thirty (30) minutes of the receipt of such
request and begin to male changes necessary to male such adjustment within four (4) hours of
Tenant's request.
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Lease of Structures Building to Paramount Aerospace Systems USA,
Incorporated Page 46 of 58
EmergencV Response System
Tenant shall at all times(i.e.,twenty-four(24)hours per day, seven(7)days per week,three
hundred sixty-five (365) days per year) maintain an emergency response system(the "Emergency
Response System") for the water levels in the Chemical Tanks that permits Tenant or Landlord to
shut off any system operating in connection with the Chemical Tanks within fifteen (15) minutes
of an emergency shutoff event. Tenant shall establish and update the emergency response
standards, which shall include a designation of the water level that constitutes an emergency
shutoff event, and Tenant shall provide a copy of such emergency response standards to Landlord.
Tenant remains responsible for responding to an emergency shutoff event;provided,however,that
Tenant may request that Landlord's Permitted Personnel respond to an emergency shutoff event.
Landlord will separately invoice Tenant for such actions in connection with the Emergency
Response System pursuant to the separate fee schedule then in effect, as agreed upon in writing by
Landlord and Tenant.
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EXHIBIT F
CUP UTILITIES AND SERVICES FEES
"CUP Fees"shall mean the sum of the Tenant Steam Fee, the Tenant Chilled Water Fee, the
Tenant Compressed Air Fee, and the Capital Reserve Fee which are calculated as follows:
"Tenant Steam Fee"_(Total Steam Operating Costs /Total steam creation from the
Central Utility Plant) * Tenant's Actual Usage
"Tenant Chilled Water Fee" _ (Total Chilled Water Operating Costs /Total chilled water
creation from the Central Utility Plant) * Tenant's Actual Usage. Tenant's average usage
rate shall not be less than $0.28/Ton-Hr. during the lease term.
"Tenant Compressed Air Fee"_ (Total Compressed Air Operating Costs/Total
compressed air creation from the Central Utility Plant) * Tenant's Actual Usage.
"Capital Reserve Fee"_ [(Tenant's Share of steam usage+Tenant's Share of chilled
water usage+Tenant's Share of compressed air usage)/(Total steam creating from the
Central Utility Plant+Total chilled water creation from the Central Utility Plant+Total
compressed air creation from the Central Utility Plant)] * $.02 per kwh utilized by the
Base
Where the capitalized terms not otherwise defined herein shall have the following meanings:
• "Tenant's Share" shall be calculated based upon the sum of (i) Tenant's usage of the
relevant utility (as determined by the sub-meter that measures Tenant's use of such
Landlord Distributed Utilities) in the applicable monthly billing period and (ii) the Excess
Load Factor. The "Excess Load Factor" shall mean the difference between the total CUP
Utilities output in the monthly billing period and the sum of the sub-meters to which CUP
Utilities are distributed in the same monthly billing period; provided, however, the Excess
Load Factor does not include CUP Utilities distributed to buildings outside of the Leased
Premises. Landlord shall use reasonable efforts to operate and maintain the Central Utility
Plant in a prudent manner consistent with industry best practices (including prompt repair
of leaks) and in order to minimize"waste steam" and the Excess Load Factor.
• "Total Steam Operating Costs" shall mean Landlord's total reasonable out-of-pocket
operating costs incurred in connection with steam creation in the applicable monthly billing
period and shall include, solely to the extent directly attributable to steam creation, the
following: the salaries of Landlord's employees (or portion thereof), Landlord's contractor
costs (or portion thereof), and administrative overhead directly attributable to steam
creation, costs of input(e.g., natural gas, electricity and water) required for steam creation,
costs of materials and maintenance costs of steam creation, licensing costs directly
attributable to steam creation, and other necessary costs incurred in the normal course of
steam creation. Total Steam Operating Costs shall not include capital costs, depreciation or
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other costs that are reimbursed by insurance or other third-party sources and shall be
adjusted by any reimbursements, discounts, rebates, credits, and refunds received by
Landlord..
• "Total Chilled Water Operating Costs" shall mean Landlord's total reasonable out-of-
pocket operating costs incurred in connection with chilled water creation in the applicable
monthly billing period and shall include, solely to the extent directly attributable to chilled
water creation, the following: the salaries of Landlord's employees (or portion thereof),
Landlord's contractor costs (or portion thereof), and administrative overhead directly
attributable to chilled water creation, costs of input(e.g., natural gas, electricity and water)
required f or chilled water creation, costs of materials and maintenance costs of chilled
water creation, licensing costs directly attributable to chilled water creation, and other
necessary costs incurred in the normal course of chilled creation. Total Steam Operating
Costs shall not include capital costs, depreciation or other costs that are reimbursed by
insurance or other third-party sources and shall be adjusted by any reimbursements,
discounts, rebates, credits, and refiinds received by Landlord..
• "Total Compressed Air Operating Costs" shall mean Landlord's total reasonable out-of-
pocket operating costs incurred in connection with compressed air creation in the applicable
monthly billing period and shall include, solely to the extent directly attributable to
compressed a it creation, the following: the salaries of Landlord's employees (or portion
thereof), Landlord's contractor costs (or portion thereof), and administrative overhead
directly attributable to compressed air creation, costs of input (e.g., natural gas, electricity
and water) required for compressed air creation, costs of materials and maintenance costs
of compressed air creation, licensing costs directly attributable to compressed air creation,
and other necessary costs incurred in the normal course of compressed air creation. Total
Steam Operating Costs shall not include capital costs, depreciation or other costs that are
reimbursed by insurance or other third-party sources and shall be adjusted by any
reimbursements, discounts, rebates, credits, and refunds received by Landlord.
Landlord will expend all Capital Reserve Fees received on necessary capital repairs,replacement
or maintenance of the Central Utility Plant and for no other reason.
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EXHIBIT G
COMMON AREA FEES
"Common Area Fees" shall be calculated using the following formula:
(Tenant's Building Footprint/Total Base Footprint) * (Total Common Area Costs)
Where the capitalized terms not otherwise defined herein shall have the following
meanings:
• "Tenant's Building Footprint" shall mean the sum of the square footage of the
ground level floor of the Leased Premises. It is agreed that Tenant's Building
Footprint is 10,450 square feet.
• "Total Base Footprint"shall mean the sum of the square footage of the ground level
floor of each of the buildings located on the Base. It is agreed that Tenant's Base
Footprint is 1,184,022 square feet.
• "Total Common Area Costs" shall mean the sum of Landlord's reasonable out of
pocket operating costs and expenses which Landlord shall incur, pay or become
obligated to pay in connection with the operation, maintenance, and repair of the
Common Areas, and shall include but not be limited to landscaping,janitorial,trash
removal, security, repairs, Leased Premises roof repair and replacement, and other
operating costs that are necessary for the continuing operation of the Base,
excluding,however, the following:
1. An amount equal to any reimbursements, discounts, rebates, credits, and
refunds to which Landlord (or Management Company on its behalf or in
connection with incurring any such Total Common Area Costs) is entitled
or receives from any third party;
2. Any expenditures that are the responsibility of Landlord or Tenant under
this Lease or any Adjoining Tenant and that are attributable to the Leased
Premises, the IWTF, the Central Utility Plant (excluding the janitorial and
security services provided by Landlord in connection with the Central
Utility Plant), the Fuel Farm, the Hazardous Waste Building, the CMS
Building, or any Adjoining Tenant's facility(such as the hangar);
3. Costs of capital improvements, replacements or equipment and any
depreciation or amortization expenses thereon, except to the extent (A)
reasonably intended to produce a reduction in Total Common Area Costs,
(B) required by any laws applicable to the Base after the date of the Lease,
or for health or safety purposes, or(C)for improvements to or replacements
of any components of the Common Areas (it being understood that such
costs shall be arnortized over the useful life of such improvements,
replacements and equipment);
4. Rentals for items (except when needed in connection with normal repairs
and maintenance of permanent systems) which if purchased, rather than
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rented, would constitute a capital improvement excluded in clause (2)
above;
5. Costs, including permit, license and inspection costs, incurred with respect
to an Adjoining Tenant or other occupants of the Base or incurred in
renovating or otherwise improving vacant space for or the premises of
Adjoining Tenants or other occupants of the Base;
6. Costs incurred by Landlord due to the violation by Landlord of the terms
and conditions of this Lease or any other lease of any portion of the Base;
7. Marketing costs and advertising and promotional expenditures; Interest,
fines or penalties incurred as a result of Landlord's failure to make
payments when due unless such failure is reasonable under the
circumstances;
8. The depreciation of any capital improvements on the Base exce t the
Leased Premises roof replacement depreciation; and
9. Any cost incurred due to the negligence or willful misconduct of Landlord,
Tenant, Management Company, Fuel Services Company or any Adjoining
Tenant.
Proration: If for any reason other than the default of Tenant, this Lease terminates on a
day other than the last day of a calendar year, the amount of Common Area Fees payable
by Tenant applicable to the calendar year in which such termination occurs will be prorated
on the basis that the number of days from the commencement of such calendar year to and
including such termination date bears to three hundred sixty-five (365) days.
Audit Rights. Tenant has the right, exercisable no more than once each Lease Year on
reasonable notice and at a time reasonably acceptable to Landlord, to cause an audit to be
performed by a certified public accountant, working on a non-contingency basis, at
Tenant's sole cost and expense of Landlord's operations and/or books and records
pertaining to Common Area Fees for the preceding calendar year. In the event Landlord
has overstated Common Area Fees by more than 5%, and provided Tenant is not in default
hereunder, within thirty (30) days after demand therefore by Tenant accompanied by
Tenant's commercially sufficient verification of such overcharges and paid invoices
delivered and accepted by Landlord, Landlord will reimburse Tenant for all overcharge.
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EXHIBIT H
OPERATIONAL COVENANTS
This exhibit attached hereto forms a part of that certain lease dated 1119122 by and between
the City of Fort Worth("Landlord")and ITR Services, LLC ("Tenant")leasing that certain
Leased Premises, as more particularly described herein. If there are any inconsistencies
between the terms and provisions of the Lease and these Operational Covenants, the terms
and provisions of these Operational Covenants shall prevail.
1. Equipment and Furnishings. Tenant shall supply permanent fixtures required to
operate the catering business. All equipment must be properly installed and where
necessary, with adequate electrical wiring in conformity with the recommendations of the
manufacturers thereof and with all applicable codes and ordinances. No equipment shall
be used by Tenant in the Leased Premises unless and until such equipment and the
installation thereof has been inspected and approved by the City of Fort Worth and other
governmental authorities having jurisdiction and unless, until and only for so long as all
necessary permits and authorizations for the use and/or operation thereof have been
obtained by Tenant from such authorities for the use and/or operation thereof have been
obtained by Tenant for such authorities at Tenant's sole cost and expense.
2. Exhaust Systems; Cleaning and Degreasing. Tenant shall, at its sole cost and
expense, prior to opening for business in the Leased Premises and at all times thereafter
during the Term, provide the necessary and properly sized exhaust fans and systems,
ductwork, and venting to ensure that all smoke, odors, vapors, and steam are properly
exhausted from the Leased Premises and the Structures Building as a whole. Such systems
shall be installed so as to prevent the discharge of smoke, odors, vapors and steam into the
Common Areas of the Structures Building or into spaces leased by others. Tenant's
exhaust or venting systems shall include fire prevention and/or extinguishment facilities or
systems as may be reasonably required from time to time in view of Tenant's methods and
volume of cooking and other food and beverage preparation. This shall be in addition to
any sprinkler or other fire protection facilities installed in the Leased Premises.
No exhaust vents, flues, pipes, or other outlets shall be installed through the walls, floor,
or ceiling of the Leased Premises or through any portion of the Structures Building
(including but not limited to the exterior walls or the roof of the Structures Building)
without the written consent of Landlord as.to the location, construction, and appearance
thereof. Landlord may require that Tenant's exhaust system(s) be connected to pipes,
stacks, flues,vents, or other facilities located outside the Leased Premises and intended for
use by Tenant and other food preparation facilities in the Structures Building. In such
event, Tenant shall provide the necessary pipes, vents, ductwork, and other facilities to
connect Tenant's exhaust system thereto. Landlord shall not, by its approval of the
location, construction, or appearance of any of Tenant's exhaust system or facilities in the
Leased Premises or elsewhere in the Structures Building, be deemed to have represented
that such systems are adequate or that the same comply with any applicable law,ordinance,
or regulation, nor shall such approval be deemed a waiver by Landlord of the right to
require that Tenant modify such systems or facilities or add other or additional such
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systems or facilities in order to prevent the discharge of smoke, odors, vapors, and steam
into the Common Areas of the Structures Building or into spaces leased to others. Tenant
shall regularly and adequately clean or provide for the cleaning of all exhaust and venting
systems serving the Leased Premises. This cleaning shall include degreasing of all hoods,
fans, vents, pipes, flues, grease traps and other areas of such systems subject to grease
buildup. Tenant shall provide Landlord, upon demand, reasonable proof that Tenant is
doing such cleaning and degreasing or causing it to be done. In the event that Tenant shall
refuse or fail to clean and degrease such systems or not arrange for the cleaning and
degreasing of such systems, then Landlord may arrange for the cleaning and degreasing
thereof(provided Tenant shall have had five (5) days' prior written notice to cure same),
and Tenant shall pay the cost thereof plus an administrative charge equal to fifteen percent
(15%) of the cost thereof upon demand as Additional Rent.
3. Sewers and Catch Basins. Tenant shall, at its sole cost and expense, prior to opening
for business in the Leased Premises and at all times thereafter during the Term,provide the
necessary piping, connections, grease traps, catch basins, and other facilities for the
removal of all waste liquids from the Leased Premises in compliance with all applicable
codes and ordinances of the City of Fort Worth and all other governmental authorities
having jurisdiction.
Tenant shall not dispose of waste grease, oil, or other materials which tend to cause
clogging or blockage of pipes and drains (hereinafter collectively referred to as "grease")
by pouring or permitting the same to flow into any drains or pipes. In the event that Tenant
shall do so, Tenant shall reimburse Landlord for the entire cost of cleaning of all drains,
pipes, sewers, or other waste liquid disposal facilities damaged thereby plus and
administrative charge equal to fifteen percent (15%) of the cost thereof upon demand as
Additional Rent (provided Tenant shall have five (5) days' prior written notice to cure
same). For this purpose, the term "cleaning" shall be deemed to include the replacement
of all or any portion of the waste liquid disposal facilities necessitated by Tenant's
improper disposal of grease.
Tenant shall regularly and adequately clean or provide for the cleaning of all grease traps,
catch basins, and similar facilities serving the Leased Premises. Tenant shall not use any
chemicals or other cleaning methods which could damage the drainpipes or other portions
of the drainage and/or sewer system in the Leased Premises and the Admin Building as a
whole. Tenant shall provide to Landlord, upon demand, reasonable proof that Tenant is
regularly doing such cleaning or causing it to be done. In the event that Tenant shall refuse
or fail to clean and degrease such systems or not arrange for the cleaning and degreasing
of such systems, then Landlord may arrange for the cleaning and degreasing thereof
(provided Tenant shall have had five (5) days' prior written notice to cure same), and
Tenant shall pay the cost thereof plus an administrative charge equal to fifteen percent
(15%) of the cost thereof upon demand as Additional Rent. Landlord shall not be liable to
Tenant for any loss or damage to Tenant's stock in trade or business by reason thereof,
including but not limited to any loss of revenues resulting from any required limitation or
cessation of Tenant's business while such cleaning is performed or as a result thereof.
Landlord's performance of such cleaning work shall not release Tenant from Tenant's
obligations hereunder nor shall the same be deemed to be a waiver by Landlord of Tenant's
default for the failure to perform such cleaning.
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Landlord may require that Tenant's waste liquid removal equipment include ejector pumps.
Waste liquid disposal facilities shall be connected to the sewers and mains provided by
Landlord, and shall be constructed so as to prevent the backing up or discharge of any such
waste liquids into the Leased Premises, into spaces leased to others, or into the Common
Areas of the Structures Building or or the Base as a whole.
No pipes, connections, grease traps, catch basins, or other facilities shall be installed
through the walls, floor, or ceiling of the Leased Premises or through any portion of the
Structures Building(including but not limited to the exterior walls or the foundation of the
Building) without the written consent of Landlord as to the location and construction
thereof. Landlord may require that Tenant's facilities be connected to pipes, risers, catch
basins, or other facilities located outside the Leased Premises and intended for use by
Tenant and other food preparation facilities in the Structures Building. In such event,
Tenant shall provide the necessary pipes, connections, and other facilities to connect
Tenant's facilities thereto. Landlord shall not, by its approval of the location or
construction of any of Tenant's waste liquid disposal facilities in the Leased Premises or
elsewhere in the Structures Building,be deemed to have represented that such facilities are
adequate or that the same comply with any applicable law, ordinance, or regulation, nor
shall such approval be deemed a waiver by Landlord of the right to require that Tenant
modify such facilities or add other or additional facilities to provide adequate waste liquid
removal capacity for Tenant's use of the Leased Premises or in order to prevent the
discharge of such waste liquids or odors therefrom into the Leased Premises, into spaces
leased to others, or into the Common Areas of the Building or the Admin Building.
4. Exterminating. Tenant shall, at its sole cost and expense, engage professional
exterminators to service the Leased Premises, including but not limited to all food
preparation and food storage areas, at such frequency and to the extent necessary to keep
the Leased Premises free of insects,rodents,vermin, and other pests and to prevent insects,
rodents,vermin, and other pests from the Leased Premises infesting spaces leased to others
or the Common Areas of the Structures Building. Tenant shall provide to Landlord, upon
demand, reasonable proof that Tenant is causing such exterminating to be regularly
performed. In the event that Tenant shall refuse or fail to have such exterminating regularly
performed, then Landlord may arrange for such work to be done (provided Tenant shall
have had fifteen (15) days' prior written notice to cure same), and Tenant shall pay the
entire cost thereof plus an administrative charge equal to fifteen percent (15%) of the cost
thereof.
5. Cleaning and Maintenance. Tenant agrees to clean and maintain the Leased Premises
in accordance with federal, state, and local regulations, industry standards for commercial
kithcens and restaurants, as well as the reasonable standards maintained by Landlord in
public areas of the Structures Building. Tenant shall clean the interior and exterior
windows and door glass surfaces of the Leased Premises. Tenant shall also replace lamps
and ballasts in the lighting fixtures within the Leased Premises.
6. Prohibition on Objectionable Nuisances. Tenant shall not permit any objectionable
noises or odors to emanate from the Leased Premises; nor place or permit any radio,
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television, loudspeaker or amplifier within the Leased Premises or where the same could
be seen or heard from outside the Leased Premises and within the remainder of the
Structures Building or the Base as a whole; nor place any antenna, equipment, awning or
other projection on the exterior of the Leased Premises or Structures Building in general;
nor take any other action which would constitute a nuisance or would disturb or endanger
other Tenants within the Structures Building and the Base as a whole; nor permit any
unlawful or immoral practice to be carried on or committed on the Leased Premises; nor
do anything which would tend to injure the reputation of the Base or Landlord.If requested
by Landlord,Tenant will immediately remedy any odor or staining issues that are affecting
the Structures Buidling or the Base in any manner.
7. Pick-Up of Refuse and Equipment. Tenant agrees that Tenant shall store all trash and
other waste within the Leased Premises in odor and vermin proof containers, such
containers to be kept in temperature-controlled areas of the Leased Premises not visible to
members of the public. Tenant shall, at Tenant's expense, attend to the frequent disposal
of such materials. Trash removal must be done by Tenant using containers approved by
Landlord at such times and in such manner as Landlord may direct. Tenant further
understands and agrees that because of the unique nature of Tenant's business the rules and
regulations may be different than those which apply to trash removal by other Tenants at
the Base.
Pnant shall not allow refuse,garbage or trash to accumulate in any area within the Leased
Premises and serviced by Tenant pursuant to this Lease, except in receptacles designated
by Landlord. All areas serviced by Tenant hereunder shall be cleaned by Tenant in a timely
manner. If Tenant fails to do so, Landlord, after notifying Tenant of such conditions, and
giving Tenant five (5) days to correct such conditions, shall have the right and obligation,
to clean such areas and to remove from such areas all refuse, garbage and trash and in such
event,Tenant agrees to pay Landlord's actual cost of such cleaning and removal. Landlord
may at all times and from time to time review Tenant's cleaning schedule in order to assure
Tenant's proper maintenance and cleaning of the area serviced by Tenant. Tenant agrees
to cooperate with Landlord in revising such schedule in a mutually agreeable manner if
such objective is not being met.
9. Deliveries. Tenant agrees that:
a. It will not permit any deliveries of goods or merchandise at any time when Tenant's
employees are not available to receive the same and will ensure that deliveries are done at
times and in a manner so as to not disturb or inconvenience the Landlord's other tenants or
the operations of the Base;
b. All delivery trucks and other vehicles servicing the Leased Premises shall park or stand
only near service entrances of the Structures Building on the Base;
c. It will not permit any goods or merchandise to remain in, on, or near any doorways,
loading docks, receiving areas, or other portions of the Strucutres Building; any goods or
merchandise remaining in such areas shall be deemed to be trash and may be disposed of
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by Landlord in such manner as Landlord may deem advisable and without liability to
Tenant therefor;
d. It will immediately transfer all goods and merchandise received to the Leased Premises
and properly store the same in the Leased Premises to retard any spoilage thereof, to
prevent any odors emanating therefrom, and to prevent the infestation thereof;
e. It will require that all purveyors with whom Tenant does business adequately and
securely package all goods and merchandise to prevent any leaking, spilling, spoilage,
odors, or infestation; and
f. If any leaking or spilling shall occur or if any goods and/or merchandise shall fall out of
any containers or packages, Tenant shall be responsible for and shall immediately cause
the same to be cleaned and removed and Tenant shall restore any damage to the Common
Areas that may result therefrom.
10. No Interference. Tenant shall ensure that their operations will in no way interfere
with the operations of other tenants at the Base in any way.
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EXHIBIT I
MANDATORY IMPROVEMENTS
Tenant will be responsible for the following Mandatory Improvements which are to
begin immediately upon execution of the lease as follows:
- Demolish old and non-working cafeteria equipment not attached to wall and
dispose of in a proper fashion
- Demolish the dish room that currently exists and rebuild and remodel the room
for the same purpose
- Clean entire Leased Premises from ceiling to floor
- Replace ceiling tiles in seating area of the Leased Premises
- Fix existing equipment(walk-in cooler and freezer, vent hoods and annul system,
cooking and cooling equipment)
- Plumbing and electrical work
- Hot water heater
- Paint entire facility
i
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EXHIBIT J
PROJECT SCHEDULE
- The Mandatory Improvements mentioned in Exhibit I above must begin
immediately upon execution of this Lease,
- All Mandatory Improvements are required to be complete within six (6)months
following the execution of this Lease.
- The Mandatory Improvements will be considered complete when the
requirements within section 12.1 of the Lease have been met, meaning that they
will be considere complete at the tinge of a Certificate of Occupancy.
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Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTIS
Create New From This M&C
DATE: 12/14/2021 REFERENCE **M&C 21- LOG NAME: 21ONEILLS CATERING
NO.: 0983 SERVICES
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (CD 7) Authorize the Execution of a Lease Agreement with ITR Ground Services, LLC,
For Approximately 10,450 Square Feet of Cafeteria Space Located in the Structures
Building #16 at 2070 Eagle Parkway, Fort Worth, Texas 76117 at the Alliance Fort Worth
Maintenance Base to Provide Inflight Catering Services to the Airline Industry and
Alliance Fort Worth Maintenance Base Tenants
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a lease agreement with ITR Ground
Services, LLC, for approximately 10,450 square feet of cafeteria space located in the Structures building
#16 located at 2070 Eagle Parkway, Fort Worth, Texas 76117 at the Alliance Fort Worth Maintenance
Base to provide inflight catering services to the airline industry, and catering services to Alliance Fort Worth
Maintenance Base tenants.
DISCUSSION:
ITR Ground Services, LLC (O'Neills) is a private aviation caterer and provides inflight catering services to
the airline industry across Texas. O'Neills desires to expand to Fort Worth and conduct their North Texas
operations out of the Alliance Fort Worth Maintenance Base (AFWM).
The City of Fort Worth Property Management Department (PMD) and O'Neills have successfully negotiated
terms for a lease at the AFWM.
The lease terms are as follows:
Lease Premises:
The vacant cafeteria area in the Structures Building #16 of approximately 10,450 square feet of space.
Term:
Ten (10) year primary term with two (2) successive five (5) year renewal options.
Base rent:
Years 1 to 3: $1.00/SF
Years 4 to 5: $1.50/SF
Years 6 to 10: $2.00/SF
In addition to the base rent, O'Neills will be responsible for operating expenses for the leased premises
which includes utilities, common area fee and capital reserves fees.
Total rental revenues, fees and reimbursable expenses resulting from the primary term of this Lease
Agreement are estimated to contribute a total of approximately $600,000.00 toward the Alliance
Maintenance Facility Fund.
O'Neills will be making improvements and installing new equipment to the leased premises that are
estimated to be approximately $70,000.00. All improvements and new equipment will remain with the
leased premises and become property of the City of Fort Worth (City) upon termination of the lease.
In lieu of City contribution to the costs of the tenant improvements, the lease provides for base rent credits
of$3.00 per square foot to be amortized over the first three (3) years of the lease.
This property is located in Council District 7.
FISCAL INFORMATIONXERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease agreement, funds will be deposited into the Alliance Maintenance Facility Fund. The Property
Management Department (and Financil Management Services) have the responsibility for the collection and
deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2)
Submitted for City Manager's Office by_ Dana Burghdoff (8018)
Originating Department Head: Steve Cooke (5134)
Additional Information Contact: Mark Brown (5197)
Ricardo Salazar (8379)
ATTACHMENTS
FID Table for ONeills M and C.pdf (CFW Internal)
Form 1295 ONeills Catering,pdf (CFW Internal)
ONEILLS M AND C MARpdf (Public)
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