HomeMy WebLinkAboutContract 57681 CSC No. 57681
FACILITIES LEASE AGREEMENT
This Facilities Lease Agreement (this "Lease") is made and entered as of
the 27th day of May, 2022, by and between City of Fort Worth, a Texas home rule municipal
corporation ("Landlord"), and Eclipse Aerospace, Inc., a Wyoming corporation
("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.
"Amenities Area"has the meaning set forth in Section 3.2.
"ADA"has the meaning set forth in Section 12.1.
"ATA Specification 103" has the meaning set forth in Exhibit A. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Alliance Fort Worth Maintenance Base
Lease of Eclipse Aerospace,Inc. Page 1 of 50
"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.L
"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(b).
"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, the Amenities Area, 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.
"Environmental Condition" has the meaning set forth in Section 10.4.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 2 of 50
"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 18.18.
"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 alterations, addition, or improvements on, to or about the
Leased Premises.
"IWTF"has the meaning set forth in Section 6.1.
"Landlord Adioinina 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.
"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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 3 of 50
"Leased Premises" means the portion of the Facility that is leased to Tenant pursuant to
this Lease.
"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 IWTF to such lift stations. The Lift Station shall be considered part of the
I WTF.
"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.
"Meter" has the meaning set forth in Section 5.1.
"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(d) (i).
"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(d)(i).
"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 Pipe Secment"has the meaning set forth in Section 5.1.
"Tenant Parking Spaces"has the meaning set forth in Section 3.3.
"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.
"Tenant Storage" has the meaning set forth in Section 5.1.
"Term"has the meaning set forth in Section 2.1(a).
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 4 of 50
"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 Costs"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) Demise;Primary Term. Landlord and Tenant agree on a primary term commencing
on the Effective Date and expiring on April 30, 2024 (the "Primary Term"), unless earlier
terminated as provided herein:
(i) Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Leased Premises of approximately 42,240 square feet of space in the
Structures Bldg.#16 located at 2070 Eagle Parkway; 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; and
(iii) Landlord shall distribute the Landlord Distributed Utilities and
perform the obligations of Landlord as set forth in Article IV; and
(iv) 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.
Notwithstanding anything herein to the contrary, the Primary Term shall not
commence until after approval for this Lease is granted by the Fort Worth City
Council.
(b) Renewal Terms.
r
(i) Renewal. Tenant shall have the right and option to renew the Lease for one
(1) separate one-year term renewal term ("Renewal Term") upon expiration of the
Primary Term; provided, however, Landlord approval of the Renewal Term is
contingent upon the following: (i) there is not then an Event of Default by Tenant
Alliance Fort Worth Maintenance Base °B
Lease with Eclipse Aerospace,Inc. Page 5 of 50
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; (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 Renewal Term, Tenant shall have no further right to renew the
Lease.
(ii) Renewal Option Notice. Tenant shall notify Landlord of either the exercise
or the refusal to exercise the Renewal Option by giving Landlord notice at least
thirty(30)days prior to the expiration of the Primary Term and each Renewal Term
if applicable. If Tenant fails to give notice to Landlord prior to the thirty (30) day
period, then Tenant may forfeit the option to renew the Agreement. If Tenant
exercises the Renewal Option, then during the applicable Renewal 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.
(iii) Term. If Tenant exercises the Renewal Option, then during the applicable
Renewal Term, all references to the term "Primary Term", as used in the Lease,
shall mean the "Renewal Term".
(iv) Base Rent for Renewal Term. The Base Rent for the Renewal Term shall
be at the same rate as the Primary Term as further described under Article IX
section 9.1 herein.
2.2 Surrender. Upon the expiration or earlier termination of this Lease,Tenant shall in
accordance with this Section 2.2, immediately 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 the same 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 2.4, 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)
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 6 of 50
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 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
3.1 Use. Tenant may use the Leased Premises for the purpose of aircraft parts storage
and maintenance and for such other purposes that are not in conflict with the Amended and
Restated Declaration of Covenants and Restrictions or any other requirements of this Lease. Any
use other than the uses allowable under this Section 3.1 must be approved in writing by Landlord
prior to such use, and whose approval shall not be unreasonably withheld.
3.2 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 (24 hours a day, seven days a week, 365 days a 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 sub-
meters 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 governmental 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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 7 of 50
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").
3.3 Parking. Landlord shall ensure that no less than twenty (25) parking spaces, as
delineated on the Site Plan("Tenant Parking Spaces"),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 greater of the
minimum number of handicapped spaces required by law or such number of handicapped spaces
as exist as of the Effective Date. Anything herein to the contrary notwithstanding, Landlord shall
operate, repair and maintain all Parking Spaces as part of its Common Area Services (and Tenant
shall pay Landlord the Common Area Services fees contemplated by Section 8.1 and Exhibit G
but shall not be obligated to pay anything more for the use of the Tenant Parking Spaces).
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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 8 of 50
(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 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 24 hours per day, 7 days per
week, 365 days per year, including all holidays, except for (x) 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, (y) 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 (z) 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. 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 by
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
Distributed Utilities and otherwise complies with the provisions of this Article IV and other
provisions of this Lease applicable to the Landlord Distributed Utilities and Management
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 9 of 50
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 IV.
ARTICLE V
[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 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.
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, if applicable to the Tenant's
operations,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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 10 of 50
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 Plant. 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 Utili . 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 fill 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 continuous basis, as needed
24 hours per day, 7 days per week, 365 days per year, in support of Tenant's operation of the
Leased Premises, except for (x) 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, (y) interruptions in CUP
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 11 of 50
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 (z) interruptions in CUP Utilities and Services caused by the negligence or willful
misconduct of Tenant, or any of its 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 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).
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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 12 of 50
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 Facility and 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(3%) 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,FEES,RENT CREDITS
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 a total of 42,240 square feet of the Leased Premises.
Term Base Rent Rate Monthly Annually
Primary Term Years $2.50/SF $8,800.00 $105,600.00
—Years 1 & 2
Renewal Term(s) $2.50/SF $8,800.00 $105,600.00
9.3 Capital Reserve Fee. A component of the CUP Fees to be paid by Tenant each
month pursuant to Section 7.5 above is the Capital Reserve Fee as defined in Exhibit F attached
hereto.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 13 of 50
9.4 Pam. Tenant shall pay Landlord base rent of$2.50 per square foot to be paid
monthly at a rate of$8,800.00 per month to use the Leased Premises during the Term. Fee is due
to Landlord on or before the 15t of each month via direct deposit into the Alliance Maintenance
Fund bank account, the information for which shall be provided by Landlord and/or Property
Manager to Tenant promptly after the Effective Date hereof. If the payment of base rent and any
other charges is not received by Landlord as provided herein,then after ten (10) days after receipt
of written notice from Landlord, all amounts due and payable to Landlord hereunder shall bear
interest from the date the payment of fees was due until paid, at a per annum rate of interest equal
to the lesser of(a) ten percent(10%) or(b) the highest non-usurious rate permitted by applicable
law. Time is specifically of the essence of this provision and of every provision of this Agreement.
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
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 thirty (30) days after the
date Landlord's written notice is received by 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 service provided for in this Lease and
computation of any such cost or fee set forth in an invoice for such service. 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:the IWTF and all associated records, in each case for the purpose
of a compliance audit and verification of the facilities and services provided.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 14 of 50
(c) Procedure and Results. Any audit pursuant to Section 9.6(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 reimburse Tenant in rent credits, 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 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 fifteen (15)
business days' prior written notice to Tenant,Landlord shall have reasonable access during normal
working hours to all necessary Tenant facilities 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 9.5(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
COMPLIANCE WITH LAW; ENVIRONMENTAL
10.1 Environmental Permits. Tenant shall obtain all necessary and required
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
and the Central Utility Plant 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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 15 of 50
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. Notwithstanding the foregoing, Landlord shall be solely responsible and liable for and
Tenant shall not be required to comply or cause compliance with such Rules and Regulations or
the terms set forth in clauses (ii) and(iii) above (or to expend any sums in connection therewith)
to the extent of the obligations of Landlord(and/or its designated Management Company and Fuel
Services Company)with respect to the ownership and operation of the IWTF and Uplift Services,
each of which is the sole responsibility, obligation, and liability of Landlord (including the
designated Management Company and Fuel Services Company, as applicable) pursuant to the
terms of this Lease or if such failure to comply is 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 and the Central Utility Plant.
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(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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 16 of 50
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 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 parry'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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 17 of 50
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 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 Baseline. Tenant acknowledges acceptance of the report entitled
"Phase I Environmental Site Assessment,Aircraft Maintenance Base-Alliance Airport 2000-2180
Eagle Parkway,Fort Worth,Tarrant County,Texas"prepared for Hillwood Properties,Fort Worth,
Texas, Terracon Project No. 95147161A July 29, 2014, prepared by Terracon Consultants, Inc.
Fort Worth,Texas.Between the time of(i)full execution of this Lease and the date which is ninety
(90) days after the Effective Date of this Lease (the"Phase II Review Period"), Tenant shall have
the right,without obligation, at its sole cost and expense,to conduct, or cause a vendor or vendors
of its choice to conduct, such additional environmental assessments as Tenant may desire,
including a Phase II environmental assessment (collectively, a "Phase II Assessment"). Tenant
shall provide to Landlord a copy of any written report generated from such Phase II Assessment.
Tenant and Landlord acknowledge and agree that the Phase I Assessment, along with the Phase II
Assessment, if applicable,and any other environmental reports or information that either Landlord
or Tenant has as of the Effective Date, and Landlord's representations, warranties and covenants
in this Lease, shall be used as a baseline to assist in the determination of future environmental
liability between Landlord and Tenant("Environmental Baseline")pursuant to other provisions of
this Lease.
10.6 Exit Audit. At the termination or upon a transfer of this Lease, upon reasonable
request from the Landlord, Tenant, at its sole cost and expense, shall conduct an environmental
testing of the Leased Premises in a manner and by a consultant acceptable to Landlord, in
Landlord's discretion, which shall not be unreasonably withheld ("Exit Audit"). The Exit Audit
shall be performed and a complete copy of the results of the Exit Audit shall be provided to each
party, not more than one hundred twenty(120) days, but not less than sixty (60) days, prior to the
actual termination or transfer date of this Lease. As long as such testing is completed at least thirty
(30) days before the termination or transfer date, either party shall have the right to conduct
additional environmental testing at its cost. Not less than thirty (30) days prior to the termination
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 18 of 50
of this Lease,Landlord, at its sole cost and expense, may conduct a final inspection of the Facility
to verify that there has been no change in the environmental condition of the Facility since the Exit
Audit. Landlord reserves the right from time to time, after reasonable notice to Tenant, to inspect
the Facility and Tenant's operations on and use of the Facility to: (a) evaluate Tenant's
management of Hazardous Material; (b) conduct subsurface or stormwater sampling; (c) evaluate
compliance with Environmental Laws; and (d) facilitate Landlord's compliance with
Environmental Laws.
10.7 Environmental Indemnification. ONLY TO THE EXTENT CAUSED BY
TENANT,ITS EMPLOYEES,AGENTS, CONTRACTORS, GUESTS,OR INVITEES,OR
TENANT'S OPERATION OR OCCUPANCY OF THE FACILITY DURING THE TERM
OF THIS LEASE, 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 BY TENANT, 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 (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 for a period of ten (10) years and does specifically cover costs incurred in connection with
any investigation of site conditions caused by Tenant 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 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 caused by 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 to the Tenant's operations on the Leased
Premises, except for Landlord Hazardous Material Liabilities.
10.8 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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 19 of 50
LIABILITIES SHALL BE PART OF THE LANDLORD HAZARDOUS MATERIAL
LIABILITIES.
10.9 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.
10.10 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 (II) THE COMPLIANCE OF THE LEASED
PREMISES OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS
OF ANY 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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 20 of 50
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 11.3,
Tenant shall keep,maintain,and repair,at its expense,all aspects and parts of the Leased Premises
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
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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 21 of 50
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
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 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 Improvements. Any Improvements made by Tenant shall comply
with the American with Disabilities Act of 1990, as amended (ADA'). Any existing leased
facilities that require ADA modifications shall be at the sole cost and expense of the Landlord.
12.2 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 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 12.2.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 22 of 50
12.3 Work. Landlord shall assist Tenant, in its capacity as landlord and property owner,
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.
12.4 Documents. As soon as practicable following the completion of the Improvements,
Tenant shall supply Landlord with:
(a) 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;
(b) textual documentation in computer format as requested by Landlord;
(c) full lien releases for all contractors, subcontractors, and suppliers for the
Improvements; and
(d) copies of all permits and warranties for the Improvements.
12.5 Ownership and Requirements for Improvements. All Improvements 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. Title to and ownership of Improvements shall be
and remain in Tenant during the Term hereof, but shall automatically transfer to Landlord upon
termination of this Lease, unless Landlord required or permitted pursuant to Section 12.1 or
Section 12.2 that such Improvements be removed at the end of the Term, in which case Tenant
shall remove such Improvements 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 2.4, and adequate access to the Leased Premises to remove same
following receipt of such written request,and the ownership of any Improvements 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, 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.
12.6 Indemnification. TENANT FURTHER AGREES TO DEFEND AND
INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS 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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 23 of 50
12.7 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 Section 12.7,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 therefore accompanied by appropriate documentation of
such expenditures.
12.8 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 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 the approval of parties other than Landlord is
required for any signage that is approved by Landlord, 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.
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) Aviation liability insurance covering, without limitation, aircraft products,
airport premises liability, and covering bodily injury and property damage (with limits of One
Million Dollars [$1,000,000.00]per occurrence),all such coverages to be on an"occurrence"basis
with aggregate limits of no less than Two Million Dollars ($2,000,000.00)per consecutive twelve
(12) month period; provided that such limits may be reduced to then existing and commercially
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 24 of 50
reasonable industry standards and customary levels for operation of a facility such as the Leased
Premises to the extent the foregoing limits may not be available on commercially reasonable terms
in then-current market conditions,
(b) All Risks Property insurance with respect to 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
(c) Automobile liability insurance covering any owned, non-owned and hired
automotive vehicle(endorsed to provide contractual liability coverage)covering bodily injury and
property damage with a limit of One Million Dollars ($1,000.000.00) combined single limit.
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 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) and (e)
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 cause (d) of 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.L
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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 25 of 50
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.
(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 without
Landlord's consent, and Landlord shall not be obligated to repair or restore Tenant's personal
property or trade fixtures or the test cell. 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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 26 of 50
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
deductible for such policy, except to the extent that such insured claim arises from or is a result of
another parry'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 thirty (30) 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"Casual 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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 27 of 50
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.
14.9 Casualty or Condemnation Other than the Leased Premises. If all or any portion of
the IWTF,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;
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 28 of 50
(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 (X) CAUSE A VIOLATION OF
LANDLORD'S INDUSTRIAL AND SANITARY WASTEWATER DISCHARGE
PERMITS,AS APPLICABLE,(Y) CAUSE A PASS THROUGH OR INTERFERENCE AT
THE CITY OF FORT WORTH'S PUBLICLY OWNED TREATMENT WORKS OR AT
THE IWTF,AS APPLICABLE,OR(Z) 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, MANAGEMENT COMPANY, OR FUEL SERVICES
COMPANY OR THEIR RESPECTIVE AGENTS, EMPLOYEES, CONTRACTORS,
INVITEES AND LICENSEES.
15.2 Survival. THIS ARTICLE XV SHALL SURVIVE ANY TERMINATION OF
THIS FOR A PERIOD OF TEN YEARS AFTER SUCH TERMINATION.
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,LANDLORD'S AGENTS,EMPLOYEES,LICENSEES, OR INVITEES,
MANAGEMENT COMPANY OR MANAGEMENT COMPANY'S AGENTS,
EMPLOYEES, LICENSEES, OR INVITEES, FUEL SERVICES COMPANY OR FUEL
Alliance Fort`North Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 29 of 50
SERVICES COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES. THE
PROVISIONS OF THIS SECTION 16.1 SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS LEASE.
16.2 Landlord's Covenant. Landlord hereby agrees to release Tenant and Tenant's
officers,directors,partners,employees,and agents from and against any and all Claims arising out
of or resulting from:
(a) the possession, use or occupancy of the Base or any portion thereof by
Landlord,the Management Company, Fuel Services Company, any other current or former tenant
or occupant of all or any portion of the Base, and their respective employees, agents, tenants,
licensees, invitees or contactors;
(b) any material breach by Landlord of the terms of this Lease; and
(c) any negligent act,omission,willful misconduct,or unlawful act of Landlord
or Landlord's agents, employees, licensees, subtenants, contractors, or invitees occurring at the
Base or any portion thereof.
ARTICLE XVII
EVENTS OF DEFAULT; REMEDIES
17.1 Default by Tenant; Event of Default. 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 ten (10)
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;
(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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 30 of 50
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.
17.3 Measure of Damages.
(a) Performance of Tenant's Obligations. If Landlord cures 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 to be payable in accordance with the
provisions in Section 17.3(c).
(c) Damages for Remainder of the Term. If Landlord terminates Tenant's right
to possess the Leased Premises but not this Lease,then Tenant will pay to Landlord upon demand
in addition to the amounts set forth in Section 17.3(b),the present value of the amount(never less
than zero) by which (i)the total Base Rent or any other fee or charge due and payable as required
hereunder payable by Tenant for the portion of the Term remaining after the month in which the
termination becomes effective exceeds(ii)the fair rental value of the Leased Premises for the same
period. In calculating present value, each payment of Base Rent and fair rental value will be
discounted at four percent (4%) from its respective due date to the date of termination. For
purposes of this Section only,the fair rental value is the total rental(including Tenant's all amounts
payable under this Lease) that would be received from a Tenant of comparable creditworthiness
for space of equivalent quality, size, condition, remaining lease term, and location as the Leased
Premises, taking into account rental rates and concessions then generally prevailing in the market
place, the period of time the Leased Premises is reasonably expected to remain vacant before
commencement of rental payments by a suitable new Tenant, and all other relevant factors.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 31 of 50
17.4 Mitigation of Damages. Upon termination of Tenant's right to possess the Leased
Premises,to the extent required by applicable law,Landlord will use reasonable efforts to mitigate
damages by reletting 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 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
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 32 of 50
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,
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.
Section 18.2 Interest Charges. Should Tenant 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.
Section 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.
Section 18.4 Severab ' . AnyprovisionhereofwhichisprolubWorunenforceableinanyjLuisdictionshall,
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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 33 of 50
Section 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.
Section 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.
If to Landlord:
City of Fort Worth
900 Monroe Street, suite 400
Fort Worth, Texas 76102
Attention: Lease Management, Property Management Department
With a copy to:
City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
If to Tenant:
Eclipse Aerospace, Inc.
Attn: Controller
3520 Spirit DR SE
Albuquerque,New Mexico 87106
With a copy to:
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 34 of 50
Section 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.
Section 18.8 Binding Effect. This Lease shall be binding upon the parties,their personal
representatives, successors and assigns.
Section 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. Tenant agrees to execute a waiver of service in the
event any lawsuit is filed against them relating to this Lease.
Section 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
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.
Section 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.
Section 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.
Section 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.
Section 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 riCD
ght,remedy
or claim under or in respect of this Lease or any provision hereof.
I
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 35 of 50
Section 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.
Section 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.
Section 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.
Section 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—[Intentionally Deleted]
• Exhibit B-1 —Site Plan
• Exhibit B-2—Lease Premises,Aircraft Parking
• Exhibit C—Uplift Services
• Exhibit D—Fees for Uplift Services
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 36 of 50
• Exhibit E—CUP Utilities and Services
• Exhibit F—CUP Utilities and Services Fees
• Exhibit G—Common Area Fees
The parties hereto have executed this Lease to be effective on May 1,2022 (the"Effective
Date").
[Signature Page Follows]
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 37 of 50
LANDLORD: TENANT:
CITY OF FORT WORTH, ECLIPSE AEROSPACE,INC., a
a Texas home rule municipal corporation Wyoming corporation__.,.,
�r
bares s�ua�iy R() �—
DanaDanaBurgh� 14:58 CDT)
By. '
Dana Burghdoff Name: �A ,W /'V)�
Assistant City Manager
e: �YGu`
Titl
Date: aZ,
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.
Name: 7 u 3,z
Title: Lease Manager, Property Management Department
Date: Jun 13,2022
APPROVED AS TO FORM AND LEGALITY:
By: G f
Thomas Royce Hansen
Assistant City Attorney
Date: Jun 13,2022
ATTEST: o�� 00000
o
nette S.Goodall(Jun 13,202216 CDT) °O�
By. �° ° 0
Jannette S. Goodall V =�
°
° °
°
City Secretary �� oo
o
000
��
Date: Jun 13,2022 ���� °°°OOppO°°° ICY
�EX0'z�
Contract Authorization:
Form 1295: 2022-836978 OFFICIAL RECORD
M&C: 22-0225 CITY SECRETARY
FT. WORTH, TX
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc. Page 38 of 50
EXHIBIT A
rIntentionally Deleted]
A- 1
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
EXHIBIT B-1
SITE PLAN
LEASED PREMISES
irl - A s• i - —
Lease Premises I
Structures Building
,4w' 2070 Eagle Parkway
Tenant Parking .u�};; L . _ Fort Worth,TX 76177
All
ago
Ii
w1 Tenant Parking _ l
� f �� -• � 1. 1 �/,
B-1
Alliance Fort Worth Maintenance Base
Lease Eclipse Aerospace,Inc.
EXHIBIT B-2
LEASED PREMISES
Structures Building Space
42,240 Square feet
wr -
1�. ��Iy � • • '
L
❑ ❑
m
I �
1
1 y
M•M
� I 1
I
I
C- I
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
i
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 24 hours per day, 7 days per
week, 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").
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
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.
18532013v.9
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
ZD
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(steam,
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 leased space. 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 make changes necessary to make such adjustment within four (4) hours of
Tenant's request.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
Emergency Response System
Tenant shall at all times(i.e.,24 hours per day,7 days per week,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 Pennitted
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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
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
other costs that are reimbursed by insurance or other third-party sources and shall be
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
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 refunds 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.
Alliance Fort Worth Maintenance Base
Lease with Eclipse Aerospace,Inc.
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 23,568.92 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 Total 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,
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 amortized 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
Alliance Fort Worth Maintenance Base
Lease Eclipse Aerospace,Inc.
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 except 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.
During September of each calendar year or as soon thereafter as practicable,Landlord shall
provide Tenant with a written notice of its estimate of Common Area Fees for the ensuing
calendar year. On or before the first day of each month during the ensuing calendar year,
Tenant will pay to Landlord 1/12th of such estimated amounts,provided that if such notice
is not given in September, Tenant will continue to pay on the basis of the prior year's
estimate until the month after such notice is given. A late fee of 5%of the amount due will
be assessed if payment is not postmarked or received by the Landlord on or before the
fifteenth(15 h) day of the month.
Statement: Within 120 days after the close of each calendar year or as soon after such 120-
day period as practicable, Landlord will deliver to Tenant a statement of amounts of
Common Area Fees payable under this Lease for such calendar year. If such statement
shows an amount owing by Tenant that is more than the estimated payments for such
calendar year previously made by Tenant, Tenant will pay the deficiency to Landlord
within 30 days after delivery of the statement. If the total of the estimated monthly
installments paid by Tenant during any calendar year exceeds the actual expense
adjustment amount due from Tenant for such calendar year and provided Tenant is not in
default hereunder, such excess shall, at Landlord's option, be either credited against
payments next due hereunder or refunded by Landlord to Tenant, or if such adjustment
occurs at the expiration of the Term, Landlord shall refund Tenant's overpayment within
30 days after Tenant vacates the Leased Premises in full accordance with this Lease.
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 365.
Alliance Fort Worth Maintenance Base
Lease Eclipse Aerospace,Inc.
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 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 overcharges and the
reasonable out-of-pocket costs of such audit and verification incurred by Tenant.
Alliance Fort Worth Maintenance Base
Lease Eclipse Aerospace,Inc.
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT�'ORT11
Create New From This M&C
DATE: 3/29/2022 REFERENCE **M&C 22- LOG NAME: 21 ECLIPSE
NO.: 0225 AEROSPACE
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 7)Authorize the Execution of a Lease Agreement with Eclipse Aerospace,
Incorporated For Approximately 42,240 Square Feet of Industrial Space Located in the
Structures Building at the Alliance Fort Worth Maintenance Facility, 2070 Eagle Parkway,
Fort Worth, Texas 76117 For Aircraft Parts Storage and Maintenance
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a lease agreement with Eclipse
Aerospace, Incorporated for approximately 42,240 square feet of industrial space located in the
Structures Building at the Alliance Fort Worth Maintenance Facility, 2070 Eagle Parkway, Fort Worth,
Texas 76117 for aircraft parts storage and maintenance.
DISCUSSION:
Eclipse Aerospace Inc. (Eclipse) is an aircraft manufacturer that caters to individuals and
businesses in need of smaller aircrafts for personal and business use. Eclipse has a short term need
for space for aircraft parts storage and maintenance and has identified space at the Alliance Fort
Worth Maintenance Facility.
With assistance from Hillwood Properties, the City of Fort Worth Property Management Department
and Eclipse have successfully negotiated a lease agreement under the following terms:
Lease Premises:
Structures Building: Approximately 42,240 square feet of space.
Term Length:
Two (2) year primary term to begin May 1, 2022 with a one (1) year lease renewal option upon
expiration of the primary term.
Base Rent:
$2.50 per square foot for the annual base rent for the primary and renewal term in an amount of
$105,600.00.
Total base rent revenues, fees and reimbursable expenses for the remainder of Fiscal Year 2022
(May 2022 to September 2022) are estimated to be $105,500.00 and for the entire primary and
renewal terms of this Lease Agreement are estimated to contribute a total of approximately
$760,000.00 toward the Alliance Maintenance Facility Fund
This property is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
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 Financial Management Services) are responsible for the
collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
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
Eclipse Form 1295.pdf (CFW Internal)
ECLIPSE M AND C MAP.pdf (Public)
FID Table for Eclipse M and C.pdf (CFW Internal)