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HomeMy WebLinkAboutContract 46546 CITY SECRETAW CONTRACT NO....r., FACILITIES LEASE AGREEMENT T s Facilities Lease Agreement (this "Lease") is made and entered as of the l-day of-F- 2015, by and between THE CITY OF FORT WORTH, TEXAS ("Landlord"), and GDC TECHNICS, LTD., a Texas limited liability company ("Tenant"). RECITALS: A. Landlord is the owner of Block 1, Lot 1, American Airlines AFW Maintenance Base, an addition to the City of Fort Worth, Denton County, Texas as recorded in D19020_711, Real Property Records, Denton County, Texas and being a 202.0947 acre tract of land out of the G. Overton Survey Abstract Number 786 ("Property") and the improvements on the Property, known as the Alliance Fort Worth Maintenance Base (the "Base"), formerly known as the American Airlines Maintenance Base. B. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord certain portions of the Base, as set forth herein. 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 Section 1.1 Definitions. For purposes of this Lease the following terms shall have the meanings respectively indicated: "Additional Rent" means all amounts payable by Tenant other than Base Rent, including (i) variable payments set forth in Section 9.2 and (iii) taxes and other charges set forth in Section 9.3. "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, M directly or indirectly, the power to direct or to cause the direction of the management and rnr, policies of an entity whether through the ownership of a substantial portion of the voting M securities or equity or by contract or otherwise). n "Alteration" has the meaning set forth in Section 11.3. "Amended and Restated Declaration of Covenants and Restrictions" means the document containing the covenants and restrictions relating to the Property as set forth in Document Number 2015-12418, Real Property Records, Denton County, Texas. OFFICIAL RECORD 138531-4-7157-v1.1 CITY SECRETARY 41-40552469 FT.WORTH,TX "Apron" has the meaning set forth in the definition of"Leased Premises". "Base Rent" has the meaning set forth in Section 9.1. "Capital Expenditures" means expenditures in excess of$50,000 made for the purchase of new equipment or for the repair of existing equipment that will extend the remaining useful life and value of the underlying equipment. "Casualty Date" has the meaning set forth in Section 13.1. "Central Utility Plant" has the meaning set forth in Section 7.1. "Claims" has the meaning set forth in Section 15.1. "Commencement Date" means March 1, 2015. "Common Area" means those areas of the Property 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 all or any portion of the Leased Premises (other than lighting in Parking Lot C) or the portions of the Landlord Adjoining Property leased to or available for lease to other tenants. "Common Area Expenses" has the meaning set forth in Section 3.4. "Common Area Services" has the meaning set forth in Section 3.4. "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 the CUP Utilities and the CUP Services. "Designated Fuel Supplier" means a third party jet fuel supplier authorized by Landlord to deliver fuel to the Fuel Farm. "Effective Date" has the meaning set forth in Section 2.1(b). "Environmental Condition" has the meaning set forth in Section 10.3. "Environmental Laws" has the meaning set forth in Section 10.2. "Equipment" means any and all of the tooling and equipment currently located at the Leased Premises. "Event of Default" has the meaning set forth in Section 16.1. 138531-4-7157-v 1.1 _ 2 _ 4140552469 "Expiration Date" means February 29, 2040, as may be extended pursuant to Section 2.1(c). "Fees" means, collectively, Common Area Expenses, CUP Fees, and Uplift Fees. "Fuel Farm" has the meaning set forth in Section 5.1. "Fuel Fee" has the meaning set forth in Section 5.2. "Fuel Services Company" means any person or entity with whom Landlord has entered into a written agreement at any time during the Term to perform and/or provide, at Landlord's expense„ any duties, obligations or services to be performed and/or provided by Landlord as set forth in Article V. "Guarantor" means the Ministry of Finance of Saudi Arabia. "Hazardous Materials" has the meaning set forth in Section 10.2. "Hazardous Material Liabilities" has the meaning set forth in Section 10.4. "Hillwood" means Hillwood/1358, Ltd., a Texas limited partnership and Hillwood Development Corporation, a Texas corporation. "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. "IWTF" has the meaning set forth in Section 6.1. "Jet Fuel" means aviation jet fuel that meets the quality, requirements, and specifications necessary to conduct Tenant's operations at the Leased Premises. The parties acknowledge that such specifications may change throughout the Term, however, the parties acknowledge that initially the Jet Fuel will conform to the quality and specifications set forth in Schedule 1 attached hereto. "Landlord Adjoining Property" means the Property, excluding the Leased Premises. "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 Notice" has the meaning set forth in Section 13.1(d). "Landscape Cap" has the meaning set forth in Section 3.4. "Leased Premises" means certain buildings and facilities on the Property identified as follows: (a) the "hangar building" comprised of approximately 778,125 square feet and the land on which such building is located, as delineated on the Site Plan, but not including the radio and repeater equipment on the roof, (b) the "facilities maintenance building" comprised of approximately 62,000 square feet and the land on which such building is located, as delineated 1385314-7157-vl.1 - 3 - 4140552469 on the Site Plan, (c) the "aircraft wash bay" and the land on which such bay is located, as delineated on the Site Plan, (d) the non-exclusive use of the apron adjacent to the hangar building, as delineated on the Site Plan (the "Apron"), and (e) the exclusive use of "Parking Lot U as delineated on the Site Plan and as outlined in Section 3.2(c). "Liens" has the meaning set forth in Section 11.10. "Lift Station" means the industrial waste lift stations located on the Leased Premises and more specifically delineated on the Site Plan, and all pipes connecting the IWTF to such lift stations. The Lift Station shall be considered part of the IWTF. "Losses" has the meaning set forth in Section 5.1. "Major Alteration" means any improvement on, to or about the Leased Premises that (i) affects the structural elements or building systems of the Leased Premises or (ii) exceeds a total estimated cost of$50,000. "Major Improvement" means any modification of addition to any building within the Leased Premises that is affixed to the building structure. "Major Repair" has the meaning set forth in Section 11.2. "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. "Maximum Landscape Cap" has the meaning set forth in Section 3.4. "Noticed Date of Termination" has the meaning set forth in Section 13.1(d). "Per-Gallon Jet Fuel Cost" has the meaning set forth in Section 5.2. "Permitted Absence" has the meaning set forth in Section 16.1(a)(iv). "Permitted Transferee" has the meaning set forth in Section 17.1(c). "Pro Rata Share" means 43.2%. "Release" has the meaning set forth in Section 10.3. "Restoration Work" has the meaning set forth in Section 13.1(b). "Right of First Refusal Area" has the meaning set forth in Section 3.6. "Rules and Regulations" has the meaning set forth in Section 10.1. "Security Deposit" has the meaning set forth in Section 8.1. 138531-4-7157-vL1 - 4 - 4140552469 "Site Plan" means that site plan of the Property attached as Exhibit A hereto and made a part hereof. "Structures Building" means the building designated as "Building 16" on the Site Plan. "Tenant's Initial Work" has the meaning set forth in Section 11.3. "Tenant's Notice" has the meaning set forth in Section 13.1(c). "Tenant's Secured Area" has the meaning set forth in Section 3.3(a). "Term" has the meaning set forth in Section 2.1. "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. ARTICLE II DEMISE; TERM Section 2.1 Lease of Leased Premises. (a) Demise; Term. Landlord and Tenant agree that for a twenty-five (25) year term commencing on the Commencement Date (the "Term"), unless earlier terminated as provided herein: (i) Landlord shall lease to Tenant, and Tenant shall lease from Landlord, the Leased Premises; (ii) Landlord grants to Tenant the use and associated rights with respect to the Central Utility Plant, the Fuel Farm and the IWTF as further provided herein; (iii) Landlord shall distribute the Landlord Distributed Utilities and perform the obligations of Landlord as set forth in Article IV; (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; and (v) Landlord grants to Tenant a non-exclusive right of access over the Access Drives as shown on the Site Plan, including, without limitation, in all cases as reasonably necessary for the Tenant to access, utilize and/or receive the services from the IWTF, the Central Utility Plant and the Fuel Farm as contemplated and permitted herein, to conduct its operations at the Leased Premises and to exercise all of its rights under this Lease; provided such right of access under this clause (vi) will be subject to reasonable written rules and regulations set forth by Landlord and that do not conflict with the terms of this Lease or adversely impact Tenant's operations or Tenant's use and quiet enjoyment of the Leased Premises, or impose any additional cost to Tenant in connection with such use and operations. (b) Effective Date. As used herein with respect to this Lease, "Effective Date" means the date this lease is executed by both parties. 13853 1-4-7157-v1.1 - 5 _ 4140552469 (c) Renewal Option. Tenant may renew this Lease for one renewal term of ten (10) years ("Renewal Term") with written notice provided to Landlord no earlier than twenty-four (24) months but no later than eighteen (18) months prior to the expiration of the Term. Base rent for the Renewal Term shall be at a to-be-determined market rate in submarkets and facilities of equivalent quality, size, utility and location and with similar length of term as the Renewal Term and the credit standing of Tenant shall be taken into account in determining such base rent. In no event shall the base rent for the Renewal Term be less than the rate paid in the final year of the original lease term. All terms and conditions of the Lease shall remain the same in the Renewal Term. The renewal option shall be personal to Tenant, and this Section 2.1(c) shall terminate upon any assignment of the Lease by Tenant. Section 2.2 Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall immediately surrender possession of the Leased Premises to Landlord, and Tenant shall remove, at Tenant's expense, all of its personal property from the Leased Premises and alterations, improvements and additions to the Leased Premises, unless such items are required or permitted by Landlord to remain pursuant to Section 11.3, leaving the Leased Premises in good condition and repair, ordinary wear and tear excepted. All removable fixtures, equipment, inventory, tooling, appliances and furnishings and any other personal property owned by Tenant and located within the Leased Premises shall remain the property of Tenant and, at Tenant's option, may be removed from the Leased Premises at any time; 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 thirty (30) 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. Any of Tenant's personal property not removed from the Leased Premises on or before the date required in the immediately preceding sentence shall, at Landlord's option and upon ten (10) days' prior written notice to Tenant (during which time Tenant will be afforded reasonable access to remove such property subject to the foregoing requirements regarding damage to the Leased Premises), either become the property of Landlord or may be removed by Landlord and Tenant shall pay to Landlord the cost of such removal within thirty (30) days after Tenant's receipt of an invoice therefor with appropriate supporting documentation. This provision shall survive any termination of this Lease. Section 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 (i) Base Rent at the rate of 150% of Base Rent due and payable by Tenant immediately prior to the expiration or earlier termination of this Lease, and (ii) such consequential or other damages as Landlord may incur due to Tenant's holdover. 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 and all other Fees that are due and payable by Tenant hereunder. 138531-4-7157-v1.1 - 6 - 4140552469 ARTICLE III USE; COMMON AREAS Section 3.1 Use. Tenant may use the Leased Premises for the purpose of the repair, maintenance, overhaul, modification, and upgrade of aircraft, including associated and related activities. Section 3.2 Parking Lot C and Apron. (a) Tenant shall be able to utilize the entire Parking Lot C, unless Landlord requests car parking spaces within Parking Lot C for use by any party, provided that Tenant is not maintaining an employment level that requires the use of the spaces requested by Landlord. In addition, the driveway along the east boundary of Parking Lot C (referred to as "Access Drive C"), as shown on the Site Plan, shall be maintained as shared access by the Landlord and Landlord's agents, consultants, contractors, and other tenants on the Property up until the point of Tenants' Secured Area at the southeast corner of Parking Lot C. (b) Tenant shall be able to utilize the entire Apron, unless Landlord requests approval by Tenant for use of the Apron, which approval shall not be unreasonably withheld, conditioned, or delayed, provided that Landlord's use shall not materially adversely impact Tenant's operations. Section 3.3 Access. (a) Tenant's Secured Area. Access inside the perimeter of the secured area as shown on the Site Plan ("Tenant's Secured Area") shall be controlled by Tenant, but access rights are hereby reserved by Landlord for the use of Landlord, Landlord's consultants, contractors and agents, and other tenants of the Property, which access shall not be unreasonably withheld or delayed by Tenant. Landlord will use good faith efforts to work with Tenant to develop alternatives to minimize access through Tenant's Secured Area by Landlord, Landlord's consultants, contractors and agents, and other tenants. (b) Inspection and Repair. Landlord 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 reasonable advance notice to Tenant, for the purpose of inspecting the Leased Premises or making repairs that Landlord is obligated or permitted to make pursuant to this Lease; 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 Lease; provided that Landlord shall (i) undertake all reasonable efforts to consult and coordinate with Tenant prior to such maintenance, repair or replacements and (ii) minimize any such interference with Tenant's operations. 138531-4-7157-v1.1 - 7 - 4140552469 Section 3.4 Common Area Services. Landlord agrees to operate, repair and maintain the Common Area of the Base consistent with standard industry practices pertaining to the current use of the Base (the "Common Area Services"). In consideration of the Common Area Services, Tenant shall pay to Landlord its Pro Rata Share of the Common Area Services expenses (the "Common Area Expenses") in the amounts specified in Exhibit F. The landscape maintenance services provided by Landlord for the entire Property shall be included in the Common Area Expenses, provided, however, that Tenant's share of the landscape maintenance services shall not exceed $50,000.00 ("Landscape Cap") for the first year of the Term. The Landscape Cap shall increase by 3% for each succeeding year of the Term for the balance of the Term unless causes beyond the control of Landlord occur, such as acts of God or fire, and then the costs for the necessary repair or replacement to the landscape shall be passed through on a prorata basis . Landscaping provided to Tenant within the Leased Premises is not included in the Common Area Expenses or the Landscape Cap, and 100% of the costs and expenses for landscaping services in the Leased Premises shall be billed to Tenant. Section 3.5 Equipment. The Equipment shall remain in the Leased Premises for Tenant's use. Equipment or fixtures that are installed in the Leased Premises, such as aircraft docking systems, may be removed by Tenant, at Tenant's sole cost and expense, from the Leased Premises with prior written consent of Landlord. In the event Tenant removes and sells any installed Equipment, Tenant shall share 50% of the net profits from the sale with Landlord. Section 3.6 Right of First Refusal. During the Term, Tenant shall have the right of first refusal to lease the area depicted in Exhibit H ("Right of First Refusal Area") at such time that Landlord receives a bona tide offer to lease the Right of First Refusal Area, at which time Landlord shall notify Tenant together with a true and correct copy of said bona tide offer. Tenant may, at Tenant' option and within ten (10) days after receipt of Landlord's notice of said bona fide offer and receipt of a copy thereof, give Landlord written notice of Tenant's desire to (i) exercise its right of first refusal and lease the Right of First Refusal Area, after which Landlord and Tenant agree to promptly execute an amendment to this Lease which will, among other things, amend the description of the Leased Premises to include the Right of First Refusal Area, and set forth Landlord's construction requirements for the Right of First Refusal Area (to the extent contemplated in the bona fide offer), including that Tenant must commence within 6 months of the date of Tenant's written notice to Landlord and agree to financial and time period terms equal to those outlined in the bona fide offer; or (ii) waive its right to exercise the option to lease the Right of First Refusal Area pursuant to the terms of the bona fide offer, after which Tenant agrees that Landlord shall have the right to enter into a lease for the Right of First Refusal Area with the third party that made such bona fide offer. Notwithstanding anything herein to the contrary, (i) in the event Landlord fails to enter into a lease for the Right of First Refusal Area with such third party in accordance with the terms of the bona fide offer, (ii) or such lease for the Right of First Refusal Area with such third party in accordance with the terms of the bona fide offer has expired, then Tenant shall once again have the right of first refusal to lease the Right of First Refusal Area. 138531-4-7157-v1.1 _ 8 _ 4140552469 ARTICLE IV UTILITIES Section 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 (a) all telephone and internet used by Tenant in connection with its operations at and use of the Leased Premises, and (b) all janitorial, trash removal, extermination and security services required by Tenant in connection with its operations at 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. Section 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 Property and redistribute to the Leased Premises the following utilities (the "Landlord Distributed Utilities"): (i) Electric current for lighting and operation of equipment or machines requiring electrical consumption. (ii) Domestic water for lavatory, toilet and other purposes. (iii) Outgoing effluent from non-industrial sources including, but not limited to, lavatory sinks, hand washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets. (iv) Natural gas. All Landlord Distributed Utilities will be furnished to the Leased Premises by third-party utility providers. Landlord shall maintain 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. Section 4.3 Consideration. In consideration of the Landlord Distributed Utilities, Tenant shall pay to and reimburse Landlord 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 the total actual charges of the third-party utility provider of each of such Landlord Distributed Utilities that are charged to Landlord for the purchase of each of such Landlord Distributed Utilities in the applicable monthly billing period for the Leased Premises, as determined by separate utility meters for the Leased Premises, existing or to be installed by Landlord in the Leased Premises. 138531-4-7157-v 1.1 - 9 - 41-40552469 ARTICLE V FUEL FARM Section 5.1 Fuel Farm. Landlord owns an aviation jet fuel farm on the Property, as delineated on the Site Plan, that supports and is connected to the Leased Premises by means of associated piping (including the piping, the "Fuel Farm"). During the Term, Tenant shall acquire and have Jet Fuel delivered to the Leased Premises in accordance with the provisions of Section 5.3. Maintenance and operations obligations associated with the Fuel Farm shall be delineated in the appropriate contract between Landlord and Fuel Service Company. Landlord shall notify Tenant of any change to the Fuel Services Company. Landlord shall, at its sole cost and expense, retain all responsibility for the operation and maintenance of the Fuel Farm provided such responsibility shall include the pits in the floor of the hangar building and the hydrant cart but excludes from the standpoint of operation, maintenance and environmental responsibility or otherwise, anything beyond the hydrant cart which forms part of the Leased Premises, as to all of which Tenant shall remain responsible, including, without limitation, all repairs and replacements thereof, and Landlord shall release Tenant and its Affiliates and its and their directors, officers, partners, shareholders, employees, agents, successors and assigns from any and all 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 (collectively, "Losses") which arise during or after the Term, arising, resulting from or connected with any Hazardous Materials or alleged or actual violation of any Environmental Law associated with the Fuel Farm. Without limiting the generality of the foregoing, this release shall survive the expiration of this Lease and does specifically cover reasonable and verifiable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of the presence of Hazardous Materials in the environment, air, soil, groundwater or soil vapor on or under the Leased Premises or adjacent portions of the Property and any location where such Hazardous Materials may be deposited, discharged, or located, and any location where a state or federal governmental agency has determined liability relates to the Fuel Farm and Landlord's operation thereof. Section 5.2 Consideration for Jet Fuel. For each gallon of Jet Fuel delivered from the Fuel Farm to the Tenant, Tenant shall pay a fee ("Fuel Fee") to Landlord (or its designated Fuel Services Company) in an amount equal to forty-five cents (S.45) per gallon. If Tenant purchases Jet Fuel directly from Landlord (or its designated Fuel Services Company) instead of the Designated Fuel Supplier, then, in addition to any Fuel Fee, if applicable, Tenant shall also pay Landlord (or its designated Fuel Services Company) an amount equal to the then-current cost of Landlord (or its designated Fuel Services Company) paid to a third-party supplier for each such gallon of Jet Fuel purchased by Tenant from Landlord or its designated Fuel Services Company (the "Per-Gallon Jet Fuel Cost"). The then-current cost per gallon shall be equal to the average net cost per gallon of Jet Fuel actually paid by Landlord (or its Fuel Services Company) to the Designated Fuel Supplier during the month the Jet Fuel is delivered to the Tenant, such then-current cost per gallon to be reduced by and calculated net of any discounts, incentives credits or rebates extended to Landlord or its designated Fuel Services Company. The Per-Gallon Jet Fuel Cost shall not include any mark-up or additional fees, charges or costs of Landlord or Fuel Services Company, except for the Fuel Fee. The Fuel Fee and Per-Gallon Jet 138531-4-7157-v1.1 - 1 Q - 41-40552469 Fuel Cost shall be invoiced by Landlord to Tenant monthly, in arrears, in accordance with Section 9.2. Notwithstanding anything herein to the contrary, Landlord may increase the Fuel Fee by an amount not to exceed three percent (3%) of the Fuel Fee in effect in the immediately preceding calendar year. Such adjustments may be made effective not more than one time in any one calendar year with the first such adjustment to not be effective prior to January 31, 2016. Notice of any such adjustment shall be provided to Tenant in writing not less than thirty (30) calendar days prior to the effective date of an adjustment. Section 5.3 Provision of Jet Fuel. During the Term, Tenant may acquire and have Jet Fuel delivered to it, as follows: (a) Tenant may purchase Jet Fuel directly from Landlord or its Designated Fuel Supplier and Landlord shall deliver such Jet Fuel to Tenant from the Fuel Farm in accordance with the applicable provisions of this Article V; or (b) If Tenant, after exercising commercially reasonable efforts, is unable to purchase from Landlord or its Designated Fuel Supplier an adequate supply of Jet Fuel for storage in the Fuel Farm and delivery to Tenant, then Tenant may purchase Jet Fuel from any third-party fuel provider and have such Jet Fuel delivered into and stored by Landlord (or its designated Fuel Services Company) in the Fuel Farm for delivery by Landlord (or its designated Fuel Services Company) to Tenant in accordance with the provisions of this Article V; provided such Jet Fuel conforms to the standards set forth and referenced in Schedule 1. ARTICLE VI INDUSTRIAL WASTE TREATMENT FACILITY Section 6.1 Industrial Waste Treatment Facility. The parties acknowledge that Landlord will operate the existing industrial waste treatment facility at the Property as delineated on the Site Plan (the "IWTF") and in support of the Leased Premises. Section 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 B 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 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 IX). Section 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 B. Section 6.4 Uplift Fees. In consideration of the Uplift Services, Tenant shall pay to Landlord the Uplift Services fees (the "Uplift Fees") in the amounts specified in Exhibit C. 138531-4-7157-v1.1 - I I - 41-40552469 Section 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 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. 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 Section 7.1 Central Utility Plant. The parties acknowledge that Landlord will operate the Central Utility Plant at the Leased Premises and in support of the Leased Premises as delineated on the Site Plan (the "Central Utility Plant"). Section 7.2 Landlord Obligations. During the Term, Landlord shall, at its expense, do all of the following: (i) operate, maintain, insure and keep in good repair and operating condition the Central Utility Plant, (ii) operate and maintain the Central Utility Plant in accordance with all applicable permits, certificates, licenses and all applicable laws and operate and maintain the Central Utility Plant in accordance with reasonable industry standards, (iii) apply for and obtain and keep in full force and effect all permits, certifications, and licenses necessary or advisable to lawfully operate and maintain the Central Utility Plant in compliance with applicable law and reasonable industry standards, and (iv) furnish the CUP Utilities and Services, or cause the same to be furnished, to the Leased Premises and for the benefit of Tenant at the level and in the manner set forth below. Section 7.3 CUP Utilities. All CUP Utilities will be furnished by Landlord at Landlord's sole cost and expense (subject to payment by Tenant of the CUP 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 D hereto. "CUP Utilities" means the following utilities: (a) Steam; (b) Compressed Air; and (c) Chilled Water. Section 7.4 CUP Services. All CUP Services will be furnished by Landlord and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit D 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, but excluding the equipment, components, or controls for the services that are located within and serve only the Leased Premises, which shall be maintained and monitored by Tenant at Tenant's sole cost and expense: 138531-4-7157-v1.1 - 12 - 41-40552469 (a) HVAC control for the Leased Premises; (b) Fire Monitoring and Protection Services; and (c) Lightning detection system for the Base. Section 7.5 CUP Fees. In consideration of the CUP Utilities and Services, Tenant shall pay the fees specified in Exhibit F ("CUP Fees"). CUP Fees shall be invoiced by Landlord to Tenant monthly, in arrears. Section 7.6 CUP Services Interruption. In the event of any CUP Services interruption, Landlord shall use reasonable efforts to restore the CUP Services; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive eviction of Tenant, constitute a breach of any implied warranty, or, except as provided in the next sentence, entitle Tenant to any abatement of Tenant's obligations hereunder. If, however, Tenant is prevented from operating, using, and does not use, the Leased Premises because of the unavailability of any of the CUP Services for a period of 30 consecutive days following Landlord's receipt from Tenant of a written notice regarding such unavailability, the restoration of which is within Landlord's reasonable control, and such unavailability was not caused by Tenant, or Tenant's employees, agents, contractors, guests, or invitees, a governmental directive, or the failure of public utilities to furnish necessary services, then Tenant shall, as its exclusive remedy be entitled to a reasonable abatement of Base Rent for each consecutive day (after such 30 day period) that Tenant is so prevented from using the Premises. In addition, in the event of a CUP Services interruption, Tenant shall have the right but not the obligation, at its sole cost and expense, to obtain or provide the services in a substitute manner. ARTICLE VIII SECURITY DEPOSIT Section 8.1 Within 3 days after the Execution Date, Tenant shall deposit with Landlord the sum of$84,012.51, which is an amount equal to three (3) months of Base Rent and estimated Common Area Expenses, as security for the performance of every provision of this Lease to be performed by Tenant ("Security Deposit"). If an Event of Default occurs under this Lease, including but not limited to the provisions relating to the payment of Base Rent or Additional Rent, Landlord may use, apply, or retain all or any part of this Security Deposit for the payment of any Base Rent, Additional Rent or any other sum in default or, subject to and in accordance with the terms of Article XVI, for the payment of any other amount which Landlord may spend or become obligated to spend due to Tenant's default, or to compensate Landlord for any other loss, cost, or damage which Landlord may suffer due to Tenant's default. If any portion of this Security Deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall keep accurate records of the Security Deposit, but Tenant is not entitled to any interest on the Security Deposit. If Tenant performs each of its obligations under this Lease throughout the Term, Landlord shall return the Security 138531-4-7157-v1.1 - 13 - 4140552469 Deposit or any balance thereof, to Tenant (or, to the extent applicable, to the last transferee of Tenant's interest under this Lease) at the expiration of the Term, subject to Tenant's vacation of the Leased Premises in the condition required by the Lease, upon confirmation of same by Landlord's inspection of the Leased Premises. If the Leased Premises is sold, Landlord shall transfer the Security Deposit to the new owner, and Landlord shall thereafter have no liability for the Security Deposit. The retention or application of the Security Deposit by Landlord pursuant to this Article VIII shall not constitute a limitation on or waiver of Landlord's right to seek further remedies at law or in equity, against either Tenant or Guarantor. ARTICLE IX RENT Section 9.1 Base Rent. Tenant agrees to pay "Base Rent" to Landlord, without demand or notice, in advance in the following amount (prorated on a per diem basis for any partial month): PERIOD BASE RENT PER MONTH ANNUAL BASE RENT Years 1-5 $28,004.17 $336,050 Years 6-10 $35,005.17 $420,062 Years 11-15 $38,505.67 $462,068 Years 16-20 $42,006.25 $504,075 Years 21-25 $45,506.75 $546,081 Section 9.2 Payment. (a) Fixed Monthly. Base Rent shall be due and payable by Tenant, in advance, on or before the first (I") day of each calendar month at such place and to such party as Landlord shall designate in writing from time to time. Such amounts shall be prorated for any partial calendar month. Tenant shall be entitled, at Tenant's discretion, to make such payments in one or more lump sum(s) so long as the full amount of Base Rent is paid in its entirety by the first (I") day of the month in which it is due. (b) Variable. Utilities Costs shall be due and payable by Tenant upon receipt of invoice from Landlord. CUP Fees, Fuel Fees, Per-Gallon Jet Fuel Costs, Uplift Fees, and Common Area Expenses shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor that is accompanied by an itemized invoice with reasonably sufficient supporting data and calculations. Payments shall be submitted to such account and payable to 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. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 138531-4-7157-v1.1 - 1 4 - 41-40552469 Section 9.3 Taxes and Other Charges. Tenant agrees to pay, prior to the delinquency thereof, (i) all taxes, assessments, license fees, excise and other charges levied or assessed by any governmental or quasi-governmental authority against personal property, furniture or fixtures of Tenant on the Leased Premises, and (ii) any other taxes, assessments, license fees, excise and other charges levied or assessed by any governmental or quasi- governmental authority on account of the operations of Tenant at, or conduct of business by Tenant, in or from the Leased Premises, including all fees charged by Alliance Airport Fort Worth to Tenant or its customers associated with use of the airport. Tenant shall also pay to Landlord the amount of any applicable sales, use or excise tax with respect to any Base Rent or Additional Rent due Landlord hereunder, whether the same be levied, imposed or assessed by the State of Texas or any other federal state, county or municipal governmental entity or agency. Tenant shall not be required to pay (i) any taxes on Landlord's income, (ii) income, franchise, transfer, gift, and capital stock taxes, (iii) estate, succession or inheritance taxes, (iv) any interest or penalty charges payable by Landlord with respect to any real estate taxes due to the late payment by Landlord thereof, or (iv) any similar taxes imposed on Landlord. Tenant, upon written notice thereof to Landlord, may contest in good faith any such tax, imposition, charge or assessment levied by any governmental authority at Tenant's cost, and in such event may permit such tax, imposition, charge or assessment to remain unsatisfied during the period of such contest and any appeal therefrom; provided, however, upon request of Landlord, Tenant shall provide such security to Landlord or take such other permitted actions as Landlord shall reasonably require to protect against loss or impairment of Landlord's interest in the Leased Premises and shall in any event pay such tax, imposition, charge or assessment (or post bond or other security therefore in a manner that will prevent such loss or impairment) before any such loss or impairment occurs. If Landlord reasonably determines that any such loss or impairment may occur, Tenant shall, within ten (10) days after receipt of notice from Landlord, pay such tax, imposition, charge or assessment in full (or post bond or other security therefore in a manner that will prevent such loss or impairment). If Tenant fails to pay such tax, imposition, charge or assessment in full (or post such bond or other security) within such ten (10) day period or upon completion of such contest, Landlord may apply the security provided to Landlord by Tenant under this Section to pay such tax, imposition, charge or assessment. Tenant shall furnish to Landlord promptly upon written request proof of the payment of or other evidence of favorable disposition of any such tax, assessment or other governmental or similar charge which is payable by Tenant as set forth in this Section. Section 9.4 Audit Rights. (a) Documentation Review. Upon written notice delivered to Landlord within thirty (30) days of Tenant's receipt of an invoice for the payment of any Fees, Tenant shall have the right to conduct such inspections and review and audit any and all relevant documentation of or relied upon by Landlord or Management Company, as the case may be, 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 such invoice. Notwithstanding any exercise by Tenant of its audit rights, Tenant shall continue to pay the invoice in accordance with Section 9.2(b). (b) Services Review and Inspection. Upon reasonable notice to Landlord, Tenant shall also have access to: (i) the Fuel Farm and all associated records for the preceding twelve (12) months and (ii) the IWTF and all associated records for the preceding twelve 138531-4-7157-v 1.1 - 15 - 41-40552469 (12) months, in each case for the purpose of a compliance audit and verification of the facilities and services provided. (c) Procedure and Results. Any audit pursuant to Section 10.6(a) shall be conducted at the expense of Tenant, except as otherwise expressly provided. 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 Fees were overstated by Landlord and were greater than the actual Fees that were due to Landlord pursuant to this Lease for the applicable period so audited, then Landlord will pay to Tenant the amount that the audit determined was overcharged by Landlord. Notwithstanding anything to the contrary in this provision, upon request, Landlord shall provide and shall cause Management Company to provide Tenant access to all its records for the preceding twelve (12) months related to Landlord's provision of the Uplift Services, as applicable, so that Tenant may audit Landlord's compliance with Rules and Regulations and applicable standards and requirements set forth in Section 6.2 in connection with the performance of the Uplift Services. (d) Landlord Audit Right. Tenant agrees that Landlord shall, until the expiration of three (3) years after the expiration or termination of this Lease, have access to and the right to examine any directly pertinent books, documents, papers and records of Tenant which are required to evaluate the compliance with terms of this Lease (but excluding any privileged and confidential attorney/client communications or work product, including communications with, or reports or documents produced by or directed to Tenant's attorneys). Tenant agrees that, upon at least seventy-two (72) hours' 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. 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. (e) Landlord Inspection Right. Tenant agrees that, during the Term, upon at least seventy-two (72) hours' prior written notice to Tenant, Landlord shall have reasonable access during normal working hours to all necessary Tenant facilities required for Landlord to evaluate Tenant's compliance with the terms of this Lease. 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. ARTICLE X COMPLIANCE WITH LAW; ENVIRONMENTAL Section 10.1 Compliance with Rules and Regulations. Throughout the Term, Tenant shall, in all material respects, (i) comply or cause compliance with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and 138531-4-7157-v1.1 - 16 - 41-40552469 requirements of duly constituted public authorities that are applicable to Tenant's use and occupancy of the Leased Premises, or are generally applicable or are triggered by strict liability related to Environmental Laws (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 pursuant to this Lease, solely to the extent such use by Tenant requires Tenant to so comply, and (iii) timely submit to the appropriate public authorities (with a copy to Landlord) all environmental notifications, forms, reports and permit applications, alterations, modifications or renewals required in connection with Tenant's use or occupancy of the Leased Premises. Section 10.2 Hazardous Materials. Subject to Landlord's obligations with respect to the IWTF and Uplift Services, all as provided in this Lease, any and all Hazardous Materials generated, used, stored, treated or recycled by Tenant or Tenant's employees, agents, contractors, guests, or invitees at the Leased Premises 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. Section 10.3 Environmental Procedures and Remediation. Subject to Landlord's obligations and responsibilities with respect to the IWTF and the Uplift Services, 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 (x) cause a violation of any of Landlord's industrial and sanitary wastewater discharge permits, as applicable, or (y) cause a pass through or interference at the City of Fort Worth's Publicly Owned Treatment Works or at the IWTF, as applicable. Tenant shall not, and its employees, agents, contractors, guests, and invitees shall not Release or cause the Release of any Hazardous Material into or onto the environment or the Leased Premises, including but not limited to, the air, surface or subsurface soil or water such that it causes an Environmental Condition or violates the Rules and Regulations. In the event of such a Release, Tenant shall promptly notify Landlord of such Release and/or violation of the Rules and Regulations. Landlord and Tenant shall promptly notify the applicable governmental authority(s) 138531-4-7157-vI.I - 17 - 4140552469 of such Release, if so required under applicable Environmental Laws. Landlord shall (and Tenant may at its option and at its cost) promptly hire an environmental consultant 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 the Property 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, or triggers strict liability relating to the Rules and Regulations. Remediation, if required, shall be conducted in a timely and professional manner, by Landlord's environmental consultant, consistent with standard industry practices, 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) or as may otherwise be required by the governmental authority exercising jurisdiction over the remediation. Subject to privileged attorney-client communications and work product, Landlord shall provide to Tenant, at no cost to Tenant, 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 Landlord's investigation and remediation of the Environmental Condition promptly upon Landlord's receipt of Tenant's request. Tenant shall provide to Landlord, at no cost to Landlord, 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 Tenant's investigation and remediation of the Environmental Condition promptly upon Tenant's receipt of Landlord's request. Landlord shall provide Tenant with a minimum of seven (7) days' notice, except when responding to an emergency in which case no prior notice shall be required, prior to any invasive sampling event, such as soil boring. For non-invasive sampling such as obtaining grab samples, the advance notice requirement contained in Section 9.4(e) shall be applicable. Tenant shall pay for the costs and expenses of such investigation and remediation of any Hazardous Material at or migrating from the Leased Premises or Property and proven to be arising out of Tenant's operations at the Leased Premises. To the extent any Environmental Condition or violation of any Environmental Law relates to Tenant's activities or operations at the Leased Premises and/or to Landlord's and/or a previous or adjoining or adjacent 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, each party shall bear its share, if any, of the costs to address such matter in proportion to its contribution, if any, to such condition or violation, with Tenant not responsible for the contribution of previous and other tenants or occupants In no event shall Tenant be responsible or liable for any Environmental Condition disclosed in (i) the Phase I Environmental Site Assessment prepared by Terracon Consultants, Inc. for Hillwood Properties as Terracon Project No. 95147161 A, dated July 29, 2014, (ii) the Phase I Environmental Site Assessment prepared for Alliance Air Services, Inc. by KJR & Associates, Inc. as Job No. 97002, dated May 23, 2014, or (iii) the Phase II Environmental Site Assessment to be completed by Terracon for the City of Fort Worth and relating to all or any portion of the Base. . 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 which is regulated under or violates any Environmental 138531-4-7157-v1.1 - 18 - 4140552469 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. Section 10.4 Tenant Environmental Indemnification. Tenant agrees to indemnify, defend and hold Landlord and its officers, partners, directors, shareholders, employees and agents harmless from any Losses which arise during or after the Term, or in connection with a violation of the Rules and Regulations, or the presence of Hazardous Materials in the environment, including but not limited to, the air, soil, groundwater, or soil vapor, including but not limited to land on or under the Leased Premises or adjacent portions of the Property, or in enforcing the provisions of this Section (collectively, "Hazardous Material Liabilities"), in each case, however, limited to the extent such Hazardous Materials Liabilities directly result from Tenant's operations at the Leased Premises or acts or omissions of Tenant or its employees, agents, contractors, guests, or invitees. Specifically excluded from the foregoing indemnification obligation of Tenant are Hazardous Material Liabilities that arise out of or result from a previous or adjoining or adjacent tenant's or occupant's (other than Tenant's) activities or operations, including without limitation, such tenant's or occupant's ownership or operation of or activities upon the Leased Premises or any past or future tenant, occupant or user of Landlord Adjoining Property, or the acts of Landlord, Management Company, Fuel Services Company or their respective officers, contractors, guests, invitees, employees or agents (the "Landlord Hazardous Material Liabilities"). Landlord shall release Tenant and its Affiliates and its and their directors, officers, partners, shareholders, employees, agents, successors and assigns from any and all Losses which arise during or after the Term, arising, resulting from or connected with any Landlord Hazardous Material Liabilities or any Hazardous Material Liabilities that arise out of or result from a previous or adjoining or adjacent tenant's or occupant's ownership or operation of or activities upon the Leased Premises or any past or future tenant, occupant or user of Landlord Adjoining Property. Without limiting the generality of the foregoing, the indemnification obligations contained in this Section 10.4 shall survive the expiration of this Lease and does specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of the presence of Hazardous Materials in the environment, air, soil, groundwater or soil vapor on or under the Property and any location where such Hazardous Materials from the Property may be deposited, discharged, or located, and any location where a state or federal governmental agency has determined liability relates to operations on the Property. Section 10.5 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. Section 10.6 Tenant shall deliver to Landlord, within twenty-four hours of receipt, any notices indicating that Tenant is or may be violating any Environmental Laws which are issued 138531-4-7157-v1.1 - 1 9 - 41-40552469 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 MAINTENANCE, REPAIR AND ALTERATIONS Section 11.1 Condition. PROVIDED THERE IS NO DAMAGE OR OTHER CHANGE IN THE LEASED PREMISES OR THE CENTRAL UTILITY PLANT, IWTF, OR FUEL FARM SINCE THE EFFECTIVE DATE, THEN ON THE COMMENCEMENT DATE, TENANT WILL ACCEPT THE LEASED PREMISES IN ITS CONDITION ON THE COMMENCEMENT DATE, AND ASSUMES ALL RISKS, IF ANY, RESULTING FROM ANY PRESENT OR FUTURE, LATENT OR PATENT DEFECTS THEREIN. TENANT ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED PREMISES. LANDLORD HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, 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". 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 OR THE FAIR HOUSING ACT AND RELATED RULES AND REGULATIONS. EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, LANDLORD HAS NO, AND TENANT WAIVES AND RELEASES LANDLORD FROM ANY, DUTY TO DISCLOSE ANY INFORMATION TO TENANT CONCERNING THE LEASED PREMISES. EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, LANDLORD MAKES NO, AND TENANT WAIVES AND RELEASES LANDLORD FROM ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO TENANT. EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, 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. 138531-4-7157-v 1.1 _ 20 _ 41110552469 Section 11.2 Tenant's Maintenance and Repair Obligations. 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 13.3 and elsewhere in this Lease, Tenant shall keep, maintain, repair, and replace at its expense, all aspects and parts of the Tenant Secured Area 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, including, without limitation, maintenance, repair and replacement of the foundation, roof, walls, floors, air-conditioning, plumbing, electrical, sewer and all other mechanical systems exclusively serving the Leased Premises, including the equipment, components, and controls that are located within and serve only the Leased Premises that are related to the CUP Services, and all direct utility connections within the Leased Premises, but excluding all parking areas and lighting not used exclusively by Tenant, and landscaping constituting a part of or located within the boundary lines of the Leased Premises for which Landlord shall be obligated to maintain neat, clean and free from waste or nuisance, and in good order and condition. Prior to Tenant performing any maintenance, repair, or replacement that (i) affects the structural elements or building systems of the Leased Premises or (ii) exceeds a total estimated cost of $50,000 ("Major Repair"), Tenant must obtain the written consent of Landlord, and must comply with the provisions in Sections 11.4, 11.5, and 11.6. If Tenant fails to perform maintenance, repair, or replacement necessary for the equipment, components, and controls that are located within and serve only the Leased Premises that are related to the CUP Services, and such failure to maintain, repair, or replace would have an adverse effect on all or any part of the Central Utility Plant or the ability to provide CUP Services to Tenant or any other tenant or user of the Base, Landlord reserves the right, but without the obligation to do so, to perform such maintenance, repair or replacement as required to alleviate the adverse effect. If Landlord performs the maintenance, repair or replacement, Tenant will reimburse Landlord for the cost thereof within five (5) days of the receipt of an invoice from Landlord for same. Section 11.3 Alterations and Improvements. Subject to compliance with all applicable laws, the written consent of Hillwood and Landlord, and any other restriction 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 of which Tenant shall have been provided notice by Landlord, Tenant, at its cost, risk and expense, may (but shall have no obligation to) construct, erect, and complete any improvements on, to or about the Leased Premises as Tenant may deem appropriate ("Alteration") or perform any other Major Repair or Major Improvement; provided that such improvements and modifications are done pursuant to the other requirements in this Article XI. Landlord hereby consents to initial improvements to the hangar for a new lobby, reception area, and updates to the third floor office space, as well as modifications to the aircraft dock systems to support varying airframe typed ("Tenant's Initial Work"), subject to the approval of plans in accordance with Section 11.4. Section 11.4 Approval of Plans. Tenant may not perform any Major Repair, Major Alteration or Major Improvement other than Tenant's Initial Work unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Landlord, or its designated representative ("Landlord's Representative"), such consent not to be unreasonably withheld, conditioned or delayed. Tenant's plans for construction and improvements for any Major Repair, Major Alteration or Major Improvement shall conform in all material respects to the architectural standards 138531-4-7157-v1.1 - 2 1 - 4140552469 established by Landlord. All plans, specifications and work associated with any Major Repair, Major Alteration or Major 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. Landlord shall inspect all work pursuant to its usual construction inspection procedures. Section 11.5 Completion of Major Improvement. Tenant shall complete any Major Improvement substantially in accordance with the approved plan specifications, using contractors reasonably acceptable to Landlord. Any of Landlord's Property adjacent to the Leased Premises that is damaged during the course of performing a Major Improvement shall be repaired by Tenant and returned to its previous condition or better, at Tenant's sole cost and expense. Section 11.6 Documents. Tenant shall supply Landlord with comprehensive sets of documentation relative to any Major Repair, Major Improvement or Major Alteration, including, at a minimum, as-built drawings of each project. As-built drawings shall be new drawings or redline changes to drawings previously provided to Landlord. Tenant shall supply the textual documentation in computer format as requested by Landlord. Section 11.7 Indemnification. TENANT FURTHER AGREES TO DEFEND AND INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LEASED PREMISES, ARISING OUT OF THE PERFORMANCE OF ANY MAINTENANCE, REPAIR, REPLACEMENT, IMPROVEMENT OR AL TERA TION BY TENANT OR TENANT'S CONTRACTOR ON THE LEASED PREMISES. Section 11.8 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. Landlord shall repair, replace and maintain (or cause the repair, replacement and maintenance of 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. The cost of such repair and maintenance shall be passed through to Tenant as a Common Area Expense. The cost of Capital Expenditures will be the responsibility of Landlord. Landlord shall also have sole responsibility for the maintenance and repair of the radio and repeater equipment on the roof and inside of the hangar building, and access for such maintenance and repair shall be allowed pursuant to Section 3.3(b). Section 11.9 Ownership and Requirements for Improvements and Alterations. All repairs, replacements, maintenance, alterations, improvements and additions shall be done in a good and workmanlike manner by qualified and licensed contractors or mechanics, and shall comply in all material respects with all Rules and Regulations. Title to and ownership of any alterations, improvements or additions to the Leased Premises shall be and remain in Tenant during the Term hereof, but shall be transferred to Landlord upon termination of this Lease, unless Hillwood or Landlord require in writing, at the time consent shall have been granted for the subject alteration, improvement or addition, that such alterations, improvements, or additions be removed at the end of the Term, in which case Tenant shall remove such alterations, improvements, or additions and repair any damage to the Leased Premises caused by such removal, and Tenant shall be given a reasonable time and adequate access to the Leased 138531-4-7157-v 1,1 - 22 - 4140552469 Premises to remove same following receipt of such written request. 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. Section 11.10 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 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 discharged promptly upon the first to occur of (i) Tenant's knowledge of the Lien or (ii) receipt of notice from Landlord regarding same, 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 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. Nothing in this Section 13.2 shall require Tenant to satisfy or discharge any such claim or demand so long as the validity thereof shall be contested in good faith by appropriate legal proceedings without cost or expense to Landlord. If Tenant breaches its obligations under this Section 13.2, 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. Section 11.11 Signs. Subject to compliance with all applicable laws, the written consent of Hillwood and Landlord, and any other restriction 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 may install or place exterior signage on the Leased Premises or at the entrance thereto. Tenant shall keep its signs in good repair and operating condition. ARTICLE XII INSURANCE Section 12.1 Tenant Insurance. During the Term, Tenant shall at its expense procure and maintain in connection with its lease and use of the Leased Premises, the following 138531-4-7157-v 1.1 - 23 - 41-40552469 insurance coverages in accordance with all other applicable terms and conditions of this Article XII: (a) Aviation liability insurance (including hangarkeepers liability coverage), covering, without limitation, aircraft products and completed operations, airport premises liability, and covering bodily injury and property damage (with limits of no less than $1,000,000 per occurrence), all on an "occurrence" basis with limits of no less than $2,000,000 in the aggregate; provided that such limits may be reduced to then existing and commercially reasonable industry standards and customary levels for operation of a leased premises 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) Commercial general liability insurance covering bodily injury and property damage on an "occurrence" basis with limits of no less than $2,000,000.00 per occurrence and $5,000,000.00 in the aggregate, (c) Premises pollution liability (PPL) insurance covering environmental risks associated with Tenant's operations and lease, use and occupancy of the Leased Premises and equipment, with limits of no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, (d) Fire and casualty insurance with respect to Tenant's interest in the Leased Premises and all personal property of Tenant located at or within the Leased Premises, with coverages in such amounts and against such risks as are customarily insured against in connection with the ownership, lease and operation of comparable facilities and equipment, including, without limitation, business interruption coverage with respect to Tenant's operations at the Leased Premises, and (e) 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 no less than $5,000,000 combined single limit. Section 12.2 Workers Compensation and Employer's Liability Insurance. Tenant represents that Workers Compensation and Employer's Liability insurance coverages are maintained by Tenant or all personnel working at the Leased Premises with a limit of no less than $1,000,000 for each accident for bodily injury by accident or $1,000,000 for each employee for bodily injury by disease. Prior to the Commencement 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 the foregoing Sections 12.1 and 12.2 may be adjusted by Tenant upon no less than thirty (30) days prior written notice to Landlord (A) to such coverages and amounts that are then considered standard and customary in the industry as applicable to the operation of a leased premises such as the Leased Premises, (B) to such coverages and the lesser maximum limits then available in the market upon 138531-4-7157-v 1.1 - 24 - 4140552469 commercially reasonable terms, or (C) to such coverages and amounts as may be approved by Landlord, such approval to not be unreasonably withheld. Section 12.3 Tenant Insurance Policy Conditions. Each insurance policy required by Section 12.1 (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 (d) of Section 12.1 shall each contain an endorsement naming Landlord as an additional insured. Prior to the Commencement 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 12.1. Section 12.4 Landlord Insurance. During the Term, Landlord shall procure and maintain in connection with the Leased Premises and for the Common Areas, Fuel Farm, the IWTF and the Central Utility Plant, fire and extended property insurance with coverages providing for full replacement value of the Leased Premises, Common Areas, Fuel Farm, the IWTF and the Central Utility Plant, and otherwise with coverages in such amounts and against such risks as are customarily insured against in connection with the ownership, lease and operation of comparable property, facilities and equipment. ARTICLE XIII CASUALTY AND CONDEMNATION Section 13.1 Casualty of Leased Premises. Tenant shall use reasonable efforts to promptly notify Landlord of destruction of the Leased Premises or material damage to the Leased Premises. (a) Insurance Proceeds. The settlement and compromise of any insurance claims with respect to damage or destruction of the Leased Premises shall be negotiated by Landlord in consultation with Tenant and all insurance proceeds payable for the repair or replacement of the Leased Premises shall be paid to and shall be the property of Landlord; provided, however, that the foregoing proceeds payable for the repair or replacement shall be made available by Landlord directly to Tenant for repair or replacement of damages to the Leased Premises. (b) Repair and Restoration by Tenant. Upon notice to Landlord, Tenant may elect to repair or restore the Leased Premises, in which event Landlord shall make the insurance proceeds available to Tenant for the completion of such repair or restoration. Tenant shall submit to Landlord detailed site specific plans and specifications (i.e., construction documents) for Tenant's repair or restoration of the Leased Premises (the "Restoration Work"), and Tenant shall not commence construction of the Restoration Work until it has obtained 13853 1-4-7157-v 1.1 - 25 - 41-40552469 Landlord's approval of the plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall notify Tenant in writing within fifteen (15) days after its receipt of such plans and specifications (and five (5) business days of the submission of any revised plans and specifications of any change or modification reasonably required by the Landlord). If Landlord fails to timely respond, the plans and specifications shall be deemed approved. If Landlord requests reasonable changes or modifications, Tenant shall as soon as reasonably practical make or cause to be made the required changes and shall thereupon deliver amended plans and specifications to Landlord. Upon Tenant's request, Landlord shall, at no cost to Landlord, cooperate with Tenant and assist Tenant in Tenant's efforts to obtain all governmental permits, approvals, authorizations and entitlements required in connection with the Restoration Work. The Restoration Work shall be constructed in full compliance with all laws, codes, regulations and other governmental requirements. (c) Tenant's Termination Right. Notwithstanding anything in this Section 13.1 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) and would require more than nine (9) months to repair or rebuild, Tenant may terminate this Lease in its entirety or with respect to the affected portion of the Leased Premises by giving written notice thereof("Tenant's Notice") to Landlord within sixty (60) days after the date of such loss or damage, in which event this Lease shall be considered terminated in its entirety (or with respect to the affected portion of the Leased Premises, as applicable) effective as of the date of such damage and destruction (the "Casualty Date"). (d) Landlord's Termination Right; Tenant's Response. If Tenant (i) does not elect to terminate this Lease or such affected portion pursuant to clause (c) of this Section 13.1, or (ii) undertakes efforts to repair or rebuild the Leased Premises, and thereafter fails after written notice from Landlord to diligently proceed to repair or rebuild the Leased Premises within a commercially reasonable time, Landlord may terminate this Lease in its entirety or with respect to the affected portion of the Leased Premises by giving written notice thereof ("Landlord's Notice") to Tenant of its intention to terminate the Lease or affected portion thereof, and such notice to terminate the Lease in its entirety or with respect to the affected portion of the Leased Premises shall be effective thirty (30) days after the date such Landlord's Notice is given to Tenant (the "Noticed Date of Termination"); provided that in lieu of such termination, and upon written notice of Tenant to Landlord during such thirty (30) days following Landlord's Notice, Tenant may elect to have any reduction and abatement of Base Rent, Additional Rent and all other applicable Fees and charges due and payable by Tenant hereunder cease as of the Noticed Date of Termination of this Lease or portion thereof by Landlord. Upon any such election by Tenant, this Lease or the portion thereof relating to the affected portion of the Leased Premises shall not terminate so long as Tenant commences payment of such Base Rent, Additional Rent and all other applicable Fees and charges due and payable by Tenant hereunder accruing from and after the Noticed Date of Termination. (e) Termination of the Lease or a Portion Thereof. Upon any termination of this Lease or portion thereof in accordance with this Section 13.1, 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 or the Landlord's Notice, as applicable, for Tenant to remove all personal property of Tenant and its vendors and customers. If this 13853 1-4-7 157-v 1.1 _ 26 _ 41-40552469 Lease is terminated as to less than all of the Leased Premises, Base Rent, Additional Rent and all other applicable Fees and charges due and payable by Tenant hereunder will be proportionately adjusted. If this Lease is not terminated pursuant to this Section 13.1, Base Rent, Additional Rent and all other applicable Fees and charges due and payable by Tenant hereunder shall be proportionately 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. Section 13.2 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 13.2. Tenant may bring a separate claim in Tenant's name to recover damages and Tenant shall receive that part of any condemnation awards or compensation that is attributable to the fair market value of any improvements that were constructed or replaced by Tenant using its own funds and any personal property or movable trade fixtures that were installed by Tenant using solely its own funds. 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 thirty (30) days after such taking. If this Lease is not terminated pursuant to the terms of this Section 13.2, 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 Fees and charges due and payable by Tenant hereunder shall be proportionately adjusted. Section 13.3 Casualty or Condemnation Other than the Leased Premises. If all or any portion of the IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Property 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 or affected portion of the Property; provided, however, in the event (i) there is a total loss or material damage to any such facility or affected portion of the Property that precludes Tenant's operations and there are no reasonable alternatives to effect Tenant's operations at the Leased Premises (as determined by Tenant) and would require more than three (3) months to repair or rebuild, Tenant may terminate this Lease by giving written notice thereof to Landlord 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 13.3, the Base Rent, Additional Rent and all other charges due hereunder shall be proportionately 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. 138531-4-7157-v1.1 - 27 - 41130552469 ARTICLE XIV INDEMNIFICATION RELATED TO SERVICES Section 14.1 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: 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, Fuel Services Company or other party other than Tenant or Tenant's employees, agents, contractors, guests, or invitees. Notwithstanding the foregoing, damages under this Section 14.1 shall not include special or consequential damages. Section 14.2 Multiple Users. Upon the lease of the Structures Building to another entity, the parties will come to an agreement related to the monitoring or identification of the multiple sources entering the Lift Station so that the appropriate entity may be identified that is responsible for any 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. Section 14.3 Survival. This Article XIV shall survive any termination of this Lease. ARTICLE XV GENERAL INDEMNITY Section 15.1 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 Leased Premises by Tenant, or its employees, agents, subtenants, or contactors; 138531-4-7157-v1.1 - 28 - 4140552469 (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 occurring at the Leased Premises; 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 Services Company's agents, employees, licensees, or invitees. Section 15.2 Landlord's Covenant. Landlord hereby agrees to release Tenant and Tenant's Affiliates and its and their respective officers, directors, partners, employees, agents and successors and assigns from and against any and all Claims arising out of or resulting from : (a) the possession, use or occupancy of the Property by Landlord, the Management Company, Fuel Services Company, any other current or former tenant or occupant of all or any portion of the Property, 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 Property. Section 15.3 Survival. The provisions of this Article XV shall survive the expiration or earlier termination of this Lease. ARTICLE XVI EVENTS OF DEFAULT; REMEDIES Section 16.1 Default by Tenant. (a) Event of Default. Any of the following events shall constitute an "Event of Default" and a breach by Tenant under this Lease: (i) Tenant fails to pay Base Rent, Additional Rent or any other charges due and payable as required hereunder when due, and such failure continues for a period of five (5) business days following Tenant's receipt of written notice from Landlord that such payment is past due; (ii) 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 138531-4-7157-v1.1 - 29 - 4140552469 describes the default in question; provided, however, that in the event such default is not capable of being cured within such thirty (30) day period, Tenant shall be given such additional time as is required to cure such default so long as Tenant commences such cure within such thirty (30) day period and diligently prosecutes the cure to completion within sixty (60) days, or such longer time as granted by Landlord in Landlord's sole but reasonable discretion upon proof sufficient to Landlord that Tenant is diligently prosecuting the cure to completion; (iii) any petition seeking protection against creditors is filed by or against Tenant or Guarantor under the U.S. Bankruptcy Code that is not dismissed or stayed within sixty(60) days of the date of filing; or (iv) Tenant abandons or vacates the entire 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, condemnation, renovation, or an interruption. Section 16.2 Remedies. Upon the occurrence of an Event of Default, to the extent permitted under applicable law, 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. Section 16.3 Guaranty. (a) Tenant shall cause the Guarantor to assume and be bound by the Tenant's obligations, covenants and agreements contained in this Lease, in the same manner and to the same extent as the Tenant, and cause Guarantor to execute and deliver to the Landlord a guaranty in substantially the same form as attached hereto as Exhibit G, provided, however, Landlord will not require the guaranty to be notarized. (b) Notwithstanding anything herein to the contrary, Guarantor's guaranty shall terminate upon the earliest to occur of the following: (i) the date upon which the sixth (6th) year of the Lease Term commences, provided Tenant shall have a minimum tangible net worth of $150,000,000, or such later date as such net worth shall have been attained by Tenant, as evidenced by documentation reasonably deemed sufficient by Landlord, and (ii) the date all of 138531-4-7157-v1.1 - 30 - 41-40552469 Tenant's obligations, covenants and agreements contained in this Lease have been fully performed and satisfied. Section 16.4 Measure of Damages. (a) Performance of Tenant's Obligations. If Landlord cures Tenant's Default, then Tenant will immediately pay Landlord (A) all reasonable expenses incurred by Landlord in enforcing this Lease, including all legal costs (including attorneys' fees), (B) all reasonable expenses incurred by Landlord in curing Tenant's Default, and (C) 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 (A) the cost of recovering the Leased Premises and removing and storing Tenant's furniture, fixtures, equipment, and personal property or other property, and (B) the amounts referenced in clauses (A) through (C) of paragraph(a) of this Section 16.4. 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 clause (c) of this Section 16.4. (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 16.4(b), the present value of the amount (never less than zero) by which (A) 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 (B) 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 4% from its respective due date to the date of termination. The Fair Rental Value is the total rental (including all amounts payable by Tenant 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. Section 16.5 Mitigation of Damages. Upon termination of Tenant's right to possess the Leased Premises, 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 take only a part of the Leased Premises or (B) to change the permitted use. 138531-4-7157-v 1.1 - 31 - 41110552469 ARTICLE XVII MISCELLANEOUS Section 17.1 Assignment and Subleasing. (a) By Tenant. Except as expressly permitted below, Tenant shall not, without the prior written consent of Landlord, assign, transfer, sublet, 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. Landlord's consent to such assignment shall not be unreasonably withheld, conditioned or delayed; provided that Landlord may withhold consent if it determines that (i) the proposed assignee's or subtenant's financial condition does not meet minimum tangible net worth amounts customary for similarly situated facilities; (ii) the proposed assignee's or subtenant's financial condition does is not sufficient to meet its obligations under the Lease; or (iii) the proposed assignee or subtenant does not meet sufficient employment levels. 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 17.1(b), 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. (b) Tenant's Permitted Subleases and Assignments. Landlord acknowledges that Tenant may, without obtaining the prior written consent of Landlord, sublease all or any portion of the Leased Premises or assign the Lease to an Affiliate of Tenant, so long as such assignment does not impair the obligations of the Guarantor under the Guaranty. Tenant will promptly notify Landlord of any such sublease or assignment and will provide Landlord with a copy of any executed subleases or assignments; provided that economic and other sensitive and confidential competitive information may be redacted from such copies as reasonably determined appropriate. Such subleases must explicitly provide that such agreement is subject to and subordinate to this Lease. (c) By Landlord. Landlord may, without Tenant's consent, sell, assign or otherwise transfer or convey to any instrumentality or entity created by the City of Fort Worth that has acquired the Property (each, a "Permitted Transferee") all of Landlord's interest in and to this Lease, the Leased Premises, the Central Utility Plant, the Fuel Farm and the IWTF, and Tenant agrees to attorn to the instrumentality or entity as "Landlord" for all purposes hereunder. Section 17.2 Interest Charges. Should Tenant fail to pay any amount due under this Lease within five (5) days of the date 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 10%per annum. Section 17.3 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 138531-4-7157-v1.1 - 32 - 4140552469 reasonable attorneys' fees and litigation costs incurred by such prevailing party in connection with such litigation. Section 17.4 Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by law, the parties hereby waive any provision of law which may render any provision hereof void or unenforceable in any respect. Section 17.5 Incorporation of Prior 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 17.6 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; (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; or (iv) if transmitted by facsimile or electronic mail, upon completion of transmission and upon confirmation by the sender (by a telephone call to a representative of the recipient or by machine or response confirmation) that the transmission was received. 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: The City of Fort Worth, Texas Attn: Director, Economic Development Dept 1000 Throckmorton Fort Worth, Texas 76102 Phone: Email: Jesus.Chapa@fortworthtexas.gov 138531-4-7157-v1.1 - 33 - 4140552469 With a copy to: City Attorney City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817-392-7600 Email: Leann.Guzman@fortworthtexas.gov If to Tenant: GDC Technics, Ltd. 607 N. Frank Luke Dr San Antonio, Texas 78226 Attention: Mohammed Al-Zeer Phone: 210-496-5614 Email: malzeer(amazay.com With a copy to: Rubix Ventures 314 E. Commerce Street San Antonio, TX 78205 Attention: Mr. Tim Bartlett Phone: 210-845-3260 Email: tbartlett@rubixventures.com and to: Clifford Chance US LLP 31 West 52nd Street New York, New York 10019 Attention: Victoria Manthas, Esq. Phone: 212-878-8208 Email: victoria.manthas@cliffordchance.com Section 17.7 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. 138531-4-7157-v 1.1 - 34 - 4140552469 Section 17.8 Binding Effect. Subject to Section 17.1, this Lease shall be binding upon the parties, their personal representatives, successors and assigns. Section 17.9 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. Landlord and Tenant hereby agree that service of all writs, process and summons in any suit, action or proceeding may be made upon it at the address set forth in Section 17.6 hereof in the manner provided in such Section. Section 17.10 Waiver of Trial by Jury. DELETED BY AGREEMENT OF THE PARTIES. Section 17.11 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 17.12 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 17.13 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 17.14 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 17.15 No Third Party Beneficiaries. Except as otherwise provided herein, nothing in this Lease shall be construed as giving any person other than the parties hereto any right, remedy or claim under or in respect of this Lease or any provision hereof. Section 17.16 Brokerage. Landlord and Tenant each warrants that it has had no dealings with any broker, agent or consultant in connection with this Lease. Landlord and Tenant agree to indemnify and hold the other party harmless from and as to any liability for any compensation claimed by any broker, agent or consultant with respect to this Lease or its negotiation on behalf of the party through whom the claim is made. 138531-4-7157-v1.1 - 35 - 41-40552469 Section 17.17 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 and cause Management Company and Fuel Services Company to 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 Commencement 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 Commencement 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 Leased Premises, 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 17.18 Governmental Powers. By execution of this Lease, neither Landlord nor any of its assignees or transferees waives or surrenders any their governmental powers or immunities. The parties hereto have executed this Lease on the dates specified below. 138531-4-7157-v1.1 - 36 - 4140552469 LANDLORD: TENANT: THE CITY OF FORT WORTH, TEXAS GDC TECHNICS, LTD a Texas limited liability company By: MAZAV Management. LLC, a Delaware limited liability company By: By: Name: Name: Title: Title: Exhibits: • Exhibit A— Site Plan • Exhibit B —Uplift Services • Exhibit C — Fees for Uplift Services • Exhibit D — CUP Utilities and Services • Exhibit E—CUP Utilities and Services Fees • Exhibit F— Common Area Expenses • Exhibit G— Guaranty • Exhibit H— Right of First Refusal Area Schedule 1-Jet Fuel Specifications OFFICIAL RECORD CITY SECRETARY FT. (NORTH, TX 138531-4-7157-v 1.1 41-40552469 I..A\u[,()RD: TENANT: TI IF CITY OF FOR'I \VOR 111. '11 XAS GD(' tECIINICS. I TD a Texas limited liabditN company By: MAZAV Management. 1.1,C, a Delaware limited liah'fitV con !any li�: lig: Name: 'dame: Mohammad 11 Alzccr Fide: Title: General Partner Exhibits: • Exhibit A Site Plan • Fxhibit B— I.iplil't Scryices • Exhibit C Fees ii EXHIBIT A SITE PLAN 138531-4-7157-v1.1 Exh. B_1 41-40552469 A. OOZ W, t2j L 'A I�ZWM MAO, 4 nt ;4,.,:tj;i31• 1.1- Oxe .1,-Vex -qf. T ;Tr- 4.4; 14 .... ........ r A&; Yll sh e-A -0.27C. 7 .......... ON 711-10 f:J ii e eN , N4 —Z�j P., ...........— -v EXHIBIT B UPLIFT SERVICES The IWTF collects and processes wastewater, generates Reverse Osmosis (RO) water and distributes treated water to the Leased Premises, including the Leased Premises. 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 Leased Premises, and shall perform all of the following during the Term: (i) operate, maintain, insure and keep in good repair and operating condition the IWTF and the Lift Station (including all pipes connecting the IWTF to the Lift Station), (ii) operate and maintain the IWTF and Lift Station in accordance with all applicable permits, certificates, licenses and all applicable laws and regulations and operate and maintain the IWTF and Lift 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 Lift Station and to perform the Uplift Services in compliance with applicable laws and regulations and reasonable industry standards, (iv) employ and maintain properly licensed and qualified operators to operate the IWTF and Lift Station and to perform the Uplift Services, and (v) install and maintain meters on the Lift Station. 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"). 138531-4-7157-v1.1 Exh. B-2 4140552469 EXHIBIT C 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 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. 138531-4-7157-0.1 Exh. C-1 4140552469 EXHIBIT D CUP UTILITIES AND SERVICES CUP Utilities Steam: Landlord must maintain minimum steam pressure of 150 PSI (or such other minimum pressure as the parties may hereafter agree from time to time) and a baseline minimum capacity of 20,000 pounds/hour. Compressed Air: Landlord must maintain the compressed air system at a minimum of 100 PSI (or such other minimum pressure as the parties may hereafter agree from time to time) at 1000 CMF/minimum average capacity. The optimal air pressure is between 103 and 105 PSI; provided, however, it shall never exceed 125 PSI. Chilled Water: Landlord must maintain enough delivered capacity to maintain a baseline of 2,600 gallons per minute of water with a temperature of 43-45 degrees Fahrenheit, which baseline has been a successful strategy employed in the past to permit an optimal air temperature for the buildings located on the Leased Premises of 72 degrees Fahrenheit. Landlord will be responsible for maintenance, operation and compliance of the Central Utility Plant in order to assure the provision of the CUP Utilities to Tenant as required under the Lease. Landlord will be responsible for collecting the meter readings for each utility component (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 building. 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 panel, including that to which Tenant's subpanel connects. For the avoidance of doubt, Tenant must maintain Tenant's subpanel. 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. 138531-4-7157-v1.1 Exh. D-1 4140552469 CUP Services Interruption To constitute to a CUP Services interruption under Section 7.6 of the Lease, following written notice from Tenant to Landlord that such failure exists and is continuing, Landlord must fail to comply with its obligations to maintain and operate the Central Utility Plant or to provide the CUP Utility or CUP Service for a period in excess of the interruption period for the particular CUP Utility or CUP Service as set forth in Section 7.6. CUP Utility/CUP Service Interruption Period Steam Four (4) hours during a Twenty-Four (24) hour period Compressed Air Four (4) hours during a Twenty-Four (24) hour period Chilled Water Four (4) hours during a Twenty-Four (24) hour period Fire Monitoring and Protection Services Forty-Eight (48) hours during a Five (5) day period 138531-4-7157-v1.1 Exh. D-2 41130552469 EXHIBIT E CUP UTILITIES AND SERVICE FEES "CUP Fees" shall mean the sum of the Tenant Steam Fee, the Tenant Chilled Water Fee and the Tenant Compressed Air Fee and the Capital Reserve which are calculated as follows: "Tenant Steam Fee" _ (Tenant's Share of steam usage / Total steam creation from the Central Utility Plant) * Total Operating Costs attributable to steam "Tenant Chilled Water Fee" _ (Tenant's Share of chilled water usage / Total chilled water creation from the Central Utility Plant) * Total Operating Costs attributable to chilled water "Tenant Compressed Air Fee" _ (Tenant's Share of compressed air usage / Total compressed air creation from the Central Utility Plant) * Total Operating Costs attributable to compressed air "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 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 • "Total Operating Costs" shall mean Landlord's total reasonable out-of-pocket operating costs incurred in connection with the provision of the CUP Utilities in the applicable monthly billing period and shall include the salaries of Landlord's employees (or portion thereof) solely to the extent directly attributable to the provision of the CUP Utilities, administrative overhead solely to the extent directly attributable to the operation of the Central Utility Plant, costs of input (e.g., natural gas, electricity and water) required to operate the Central Utility Plant, costs of materials and maintenance costs of the Central Utility Plant, licensing costs to the extent attributable to the Central Utility Plant, and other necessary costs incurred in the normal course of providing the CUP Utilities. Total Operating 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. 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. 138531-4-7157-v L I Exh. E-1 4140552469 EXHIBIT F COMMON AREA EXPENSES "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 each of the buildings located within the Leased Premises. • "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. • "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, non-police courtesy patrol, repairs, insurance, and other operating costs that are necessary for the continuing operation of the Base, excluding, however, the following: 1. expenses for which Landlord is entitled to or receives any reimbursement, discount, rebate, credit, or refund from any third party, or is compensated for through insurance proceeds; 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 Automotive Shop, the CMS Building, or any Adjoining Tenant's facility; 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 Property 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 rented, would constitute a capital improvement excluded in clause (2) above; 138531-4-7157-v 1.1 Exh. F-1 4140552469 5. Costs, including permit, license and inspection costs, incurred with respect to an Adjoining Tenant or other occupants of the Property or incurred in renovating or otherwise improving vacant space for or the premises of Adjoining Tenants or other occupants of the Property; 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 Property; 7. Marketing costs and advertising and promotional expenditures; 8. Interest, fines or penalties incurred as a result of Landlord's failure to make payments when due; 9. The depreciation of any capital improvements on the Property; and 10. Any cost incurred due to the negligence or willful misconduct of Landlord, Tenant, or any Adjoining Tenant or any of their respective agents, contractors, vendors, servants or employees. 11. Legal, accounting or other professional fees incurred in connection with any negotiation of, or disputes or enforcement proceedings arising out of, any lease affecting any portion of the Property. 12. Repairs or other work occasioned by fire, windstorm or other insured casualty or hazard. 13. Leasing commissions, advertising expenses (not including signage on the Base) and other costs incurred in leasing or procuring new or existing tenants. 14. Repairs or rebuilding necessitated by any condemnation affecting the Property. 15. Real estate taxes. 16. Advertising, entertainment and promotional costs for the Base. Notwithstanding anything herein to the contrary, certain common area expenses shall be (i) allocated directly to Tenant, including those expenses relating to common areas which are used only by Tenant, such as the lighting and maintenance for Parking Lot C for so long as Tenant is the only user; and (ii) allocated on a pro rata basis (50.6%) using the entire square footage of the building, for any common area maintenance service that impacts all areas of the buildings of the Leased Premises, including, for example, the fire suppression system. 138531-4-7157-v 1.1 Exh. F-2 41-40552469 EXHIBIT G GUARANTY Exh. G-1 LEASE GUARANTY THIS LEASE GUARANTY("Guaranty")is made this_day of ,20 ,by the undersigned(hereinafter referred to as"Guarantor", whether one or more) in favor of the City of Fort Worth,a home-rule municipal corporation of the State of Texas("Landlord"). FOR VALUE RECEIVED,Guarantor hereby unconditionally, irrevocably and absolutely guarantees to Landlord the prompt and full payment and performance, when due, of all obligations and covenants of GDC Technics, Ltd. ("Tenant'), fixed or contingent, arising out of the Lease Agreement dated-.20 ,executed by and between Tenant and Landlord and anv and all renewals, extensions, amendments, and modifications thereof (collectively, the "Lease'), including, but not limited to, rent, taxes, insurance, operating expenses, maintenance costs, damages and expenses resulting from Tenant's default under the Lease, interest and collection costs(collectively.the"Obligations"). 1. CONTINUING GUARANTY. "This is a continuing Guaranty and shall apply to the Obligations. 2. OTHER REMEDIES. Landlord shall not be required to pursue any other remedies before invoking the benefits of this Guaranty; specifically. Landlord shall not be required to take any action against Tenant or any other person, to exhaust its remedies against any other guarantor of the Obligations,any collateral or other security,or to resort to any balance of any deposit account or credit on the books of Landlord in favor of Tenant or any other person. 3. OBLIGATIONS NOT IMPAIRED. Subject to the terms of Section 17, below, prior to performance and satisfaction in full of the Obligations, the liability of Guarantor under this Guaranty shall not be released or impaired without the prior written consent of Landlord. Without limiting the generality of the foregoing, the liability of Guarantor shall not be released or impaired on account of any of the following events: (a) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Tenant or any of its assets; (b) the addition of a ne3v guarantor or guarantors; (c) any bankruptcy or insolvency proceedings against or by Tenant, its property, or its estate or any modification, discharge or extension of the Obligations resulting from the operation of any present or future provision of the United States Bankruptcy Code or any other similar federal or state statute,or from the decision of any court, it being the intention hereof that Guarantor shall remain liable on the Obligations notwithstanding any act, omission, order, judgment or event which might, but for the provisions hereof,otherwise operate as a legal or equitable discharge of Guarantor; (d) Landlord's failure to use diligence in preserving the liability of any person on the Obligations,or in bringing suit to enforce collection of the Obligations; (e) the substitution or withdrawal of collateral, or release of collateral, or the exercise or failure to exercise by Landlord of any right conferred upon it herein or in any collateral agreement; (f) if Tenant is not liable for any of the Obligations because the act of creating the Obligations is ultra vires, or the officers or persons creating the Obligations acted in excess of their authority, or for any reason the Obligations cannot be enforced against Tenant; (g) any payment by Tenant to Landlord if such payment is held to constitute a preference under the bankruptcy laws, or if for arry other reason Landlord is required to refund such payment to Tenant or pay the amount thereof to any other party: 138531-4-7154-v10 - I- 41-40552469 (h) if this Guaranty is ever deemed invalid or unenforceable as to Guarantor; (i) any extension,renewal,amendment,or modification of the Lease;or (j) any assignment of the Lease or subletting of all or any portion of the premises leased pursuant to the Lease. Notwithstanding anything in this Guaranty to the contrary, in the case of any modification of the Lease after an assignment of this Lease to an entity that is not an affiliate of Tenant or Guarantor (an "Unaffiliated Assignee"), which increases the obligations or decreases the rights of Tenant in any material respect (an "Adverse Assignee Modification"),then Guarantor shall not be liable for any such material increase or decrease unless Guarantor has given its written consent thereto(which consent may be granted or withheld in Guarantor's sole discretion). 4. BENEFIT TO GUARANTOR. Guarantor acknowledges and warrants that it derives or expects to derive financial and other ad\antage and benefit,directly or indirectly, from the Lease, the Obligations and the release of collateral or other relinquishment of legal rights made or granted or to he made or granted by Landlord to Tenant. Guarantor acknowledges that, in entering into the Lease. Landlord is relying on Guarantor's agreements contained in this Guaranty and on Guarantor's creditworthiness. Guarantor acknowledges that Landlord would not have entered into the Lease without Guarantor's guarantee of the Obligations pursuant to the terms hereof. 5. JOINT AND SEVERAL LIABILITY. Unless the context clearly indicates otherwise, "Guarantor" shall mean the guarantor hereunder, or any of them, if more than one. The obligations of said guarantors hereunder if'more than one, shall be joint and several. Suit may be brought against said guarantors jointly and severally, and against any one or more of them, or less than all, without impairing the rights of Landlord against the others of said guarantors; and Landlord may compromise with any one of said guarantors for such sums or sum as it may see tit and release such of said guarantors from all further liability to Landlord for such indebtedness without impairing the right of Landlord to demand and collect the balance of such indebtedness from others of said guarantors not so released; but it is agreed among said guarantors themselves, however, that such compromising and release shall not impair the rights and obligations of said guarantors as among themselves. 6. CHANGE IN COMPOSITION. Should the status. composition, structure or name of Tenant change, including, but not limited to, by reason of a merger, dissolution, consolidation or reorganization,this Guaranty shall continue and also cover the indebtedness and Obligations of Tenant under the new status, composition structure or name according to the terms hereof. If Tenant is a general or limited partnership, no termination of said partnership, nor withdrawal therefrom by, or termination of'any ownership interest therein owned by, any general or limited partner of such partnership shall alter. limit or modify Guarantor's obligations set firth in this Guaranty or otherwise affect this Guaranty in any manner whatsoever, all of which obligations of Guarantor shall remain in effect as herein written. 7. WAIVER AND SUBROGATION OF GUARANTOR'S RIGHTS AGAINST TENANT. Until all of Tenant's obligations under the Lease are fully performed.Guarantor a. waives any rights that Guarantor may have against Tenant by reason of any one or more payments or acts in compliance with the obligations of Guarantor under this Guaranty;and b. subordinates any liability or indebtedness of Tenant held by Guarantor to the obligations of Tenant to Landlord under the Lease. 8. DEATH OR DISSOLUTION OF GUARANTOR. Upon the death, dissolution or bankruptcy of Guarantor, the liability of Guarantor shall continue against its assets as to all Obligations which shall have been incurred by Tenant. 9. WAIVER OF NOTICE. Guarantor waives diligence on the part of Landlord in the collection and enforcement of the Obligations. Guarantor waives notice of acceptance of this Guaranty. 178511-4-7154-a1 0 _7_ 41-40552469 10. LIMITATION ON INTEREST. To the extent that any law limiting the amount of interest that may be contracted for, charged or received is applicable to the indebtedness of Guarantor under this Guaranty,no provision of this Guaranty shall require the payment or permit the collection of any sum in excess of the maximum lawful amount of interest applicable to Guarantor's indebtedness under this Guaranty. If any sum in excess of the maximum lawful amount applicable to Guarantor's indebtedness under this Guaranty is provided for herein, the provision of this paragraph shall govern, and Guarantor shall not be obligated to pay any sum in excess of the maximum lawful amount applicable to Guarantor's indebtedness under this Guaranty. The intention of Guarantor and Landlord hereunder is to comply with all laws applicable to this Guaranty and Guarantor's liability hereunder. If. MODIFICATION OR CONSENT. No modification, consent or waiver of any provision of this Guaranty, nor consent to am departure by Guarantor therefrom, shall be effective unless the same shall be in writing and signed by Landlord and Guarantor, and then shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Guarantor in ari case shall, of itself. entitle Guarantor to anv other or further notice or demand in similar or other circumstances. No delay or omission by Landlord in exercising any power or right hereunder shall impair any such right or power or be construed as a waiNer thereof or any acquiescence therein, nor shall am single or partial exercise of am such power preclude other or further exercise thereof or the exercise of any other right or power hereunder. All rights and remedies of Landlord hereunder are cumulative of each other and of every other right or remedy which Landlord may otherwise have at law or in equity or under any other contract or document. and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. 12. INDUCEMENT TO LANDLORD. Guarantor acknowledges that this Guaranty is given to induce Landlord to enter into the Lease. and that Landlord would not enter into the Lease with Tenant except in reliance upon this Guaranty. 13. ATTORNEYS' FEES. If a lawsuit is instituted in connection with this Guaranty, then Guarantor agrees to pay to Landlord all reasonable expenses incurred in connection with such lawsuit (including, but not limited to, reasonable attorneys' fees and costs of court). 14. SUCCESSORS AND ASSIGNS. This Guaranty is for the benefit of Landlord, and its successors or assigns. Landlord may assign its rights hereunder in whole or in part; and. upon any such assignment,all the terms and proN isions of this Guaranty shall inure to the benefit of such assignee,to the extent so assigned. The liability of Guarantor hereunder shall be binding upon all heirs, estates, executors, administrators, legal representatives, successors and assigns of Guarantor. 15. HEADINGS. The section headings hereof are inserted for convenience of reference only and shall not alter,define or be used in construing the text of this instrument. 16. PLACE OF PERFORMANCE. Guarantor agrees that this agreement is performable in DentonCounty, Texas. Suit on this Guaranty may he brought in any state or federal court in Tarrant County, Texas and Guarantor waives the right to be sued elsewhere. This Guaranty shall be deemed to have been made under and shall be governed by the laws of the State of Texas in all respects, 17. TERM. This Guaranty shall terminate on the earliest to occur of the following: (i) the date upon which the sixth(6`h)year of the Lease term commences. provided Tenant shall have a minimum tangible net worth of$150.000,000, or such later date as such net worth shall have been attained by Tenant, and (ii) the date all of the Obligations have been fully performed and satisfied. 18. GUARANTY OF PAYMENT AND PERFORMANCE. This is a guaranty of payment and performance and not a guaranty of collection. 19. PAST DUE AMOUNTS. All past due payments of the Obligations shall bear interest at the Default Rate(as defined in the Lease). 138531-1-7154-vl 0 -3- 41-40552469 20. REPRESENTATIONS. Guarantor represents and warrants to Landlord that (i) Guarantor has executed this Guaranty of its free will and accord; (ii) Guarantor has read and understands the terms of this Guaranty and the Lease; (iii) Guarantor has had the opportunity to have this Guaranty and the Lease reviewed by an attorney of Guarantor's choice; and (iv) this Guaranty is duly authorized and valid,and is binding upon and enforceable against Guarantor. 21, ENTIRE AGREEMENT. Guarantor acknowledges and agrees that this Guaranty accurately represents and contains the entire agreement between Guarantor and Landlord with respect to the subject matter hereof',that Guarantor is not relying, in the execution of this Guaranty, on any representations (whether written or oral) made by or on behalf of Landlord except as expressly set forth in this Guaranty, and that any and all prior statements and/or representations made by or on behalf of Landlord to Guarantor(whether written or oral) in connection with the subject matter hereof are merged herein. This Guaranty shall not be waived, altered, modified or amended as to any of its terms or provisions except in writing duly signed by Landlord and Guarantor. 22. SEVERABILITY. A determination that any provision of this Guaranty is unent'orceable or im alid shall not affect the enfixceability or validity of any other provision. 23. WAIVER OF RIGHT TO JURY TRIAL. GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY. UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES ALL RIGIH' TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING. OR COUNTERCLAIM BASED UPON. ARISING OUT OF, OR IN ANY WAY RELATING TO -PHIS GUARANTY OR THE LEASE OR ANY CONDUCT, ACT, FAILURE TO ACT OR OMISSION OF OR BY LANDLORD OR GUARANTOR, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS. PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LANDLORD OR GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, OR IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS GUARANTY OR THE LEASE. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY. WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE; THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GUARANTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF TEAS WAIVER BY INDEPENDENT LEGAL COUNSEL. OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY "I-0 DISCUSS TI IIS WAIVER WITH COUNSEL. Neither this provision nor any provision in the Lease regarding waiver of jury trial or submission to jurisdiction or venue in any court is intended or shall be construed to be in derogation of any provision herein or in the Lease for arbitration ofany controversy or claim. 24. STATE SPECIFIC PROVISIONS. To the extent allowed by law,this Guaranty shall be effective as a waiver of, and Guarantor waives. any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws or similar laws in effect from time to time including, but not limited to. Rule 31 of the Texas Rules of Civil Procedure, and Section 17.001 of the Teras Civil Practice & Remedies Code To the extent allowed by law, Grantor additionally waives the benefit of any statute of limitations affecting Guarantor's liability under this Guarantv. IN WITNESS WHEREOF. Guarantor has executed this Guaranty as of the day and year first written above. 138531-4-7 154,1 0 -4_ 41-40552469 GUARANTOR: ADDRESS OF GUARANTOR: THE MINISTRY OF FINANCE, KINGDOM OF SAUDI ARABIA King Abdulaziz Rd Riyadh, 11177 By: Suliman AI-Tuki Kingdom of Saudi Arabia Its: Deputy Minister for Internationa Financial Affairs [LOCATION OF EXECUTION TO BE CONFIRMED] THE S FATE.OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of , 20_, by _ of - a on behalf'ofsaid Notary Public,State of Texas My Commission Expires: Notary's Printed/Typed Name 138531-4-7154-1 0 -5- 41405522469 EXHIBIT H RIGHT OF FIRST REFUSAL AREA Exh. H- ................. P-1 PA r, O'.A. W'. lj� jA 14 'M.-.r4 �4YA 4�6 .Tl X-1 21 0 Q! 7ill, W7 t Wo"r. t.7 ."I' • JW _z 4:1 SCHEDULE I JET FUEL SPECIFICATIONS Operating Standards. Beginning on the Commencement Date and continuing through the Term, the Jet Fuel necessary to conduct Tenant's operations at the Leased Premises must meet the quality, requirements, and specifications set forth in the latest revision of the ATA Specification 103 — Standard for Jet Fuel Quality Control at Airports, published by the Air Transport Association ("ATA Specification 103"); provided, however, that the Jet Fuel quality, requirements, and specifications may be revised and amended from time to time upon prior written approval from Tenant and Landlord. Jet Fuel Standards. Landlord shall assure that Jet Fuel delivered to the Fuel Farm and dispensed from the Fuel Farm meets or exceeds the fuel specification and purity standards listed in the latest edition of ATA Specification 103, Section 1-2 (or equivalent) unless Tenant and Landlord agree in writing otherwise. Landlord may refuse to accept any deliveries from any party, including Tenant and its fuel vendors, without penalty or breach of its obligations hereunder if the party delivering such Jet Fuel does not provide Landlord with evidence satisfactory to Landlord (including without limitation any written certificate of compliance that Landlord may in good faith request) that such Jet Fuel complies with the foregoing specifications, unless Tenant instructs Landlord in writing to accept such delivery, in which case Landlord shall bear no liability for, and shall be indemnified and held harmless by Tenant against, any failure of such delivery to comply with the foregoing specifications. Sch. M&C Review Page 1 of 2 Official CITY COUNCIL AGENDA FUK rVaRTN COUNCIL ACTION: Approved on 2/17/2015 DATE: 2/17/2015 REFERENCE NO.: **C-27188 LOG NAME: 17GDC CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize the Execution of a Lease Agreement with GDC Technics for Hangar, Office and Maintenance Facility Space at the Alliance Fort Worth Maintenance Facility Located at 2000 Eagle Parkway (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize the execution of a lease agreement with GDC Technics for hangar, office and maintenance facility space at the Alliance Fort Worth Maintenance Facility located at 2000 Eagle Parkway for a twenty-five year term with one ten-year renewal term. DISCUSSION: AllianceAirport Authority, Inc., conveyed to the City of Fort Worth the former American Airlines Alliance Fort Worth Maintenance Facility on February 1, 2015. The facility includes a 778,000 sq. ft. airline hangar and office space facility and a 62,000 sq. ft. maintenance building. GDC Technics, an aircraft modification company, is interested in leasing these buildings and associated aircraft wash racks and apron in order to establish a new location for its company. The company intends to provide aircraft modification services and ultimately employ a minimum of 600 employees. The terms of the proposed lease are outlined below. 25-year lease with one ten-year option to renew; Rate: Years 1 1-5: $336,050 6-10: $420,062 11-15: $462,068 116-20: $504,075 21-25: $546,081 GDC to contract directly for all maintenance and services of leased facilities, and shall be responsible for all utilities, common area maintenance charges, taxes, and security. The lease term is expected to begin on March 1, 2015, or sooner. The lease may renew for one ten- year renewal term with the rent to be determined by a market appraisal at the time of the renewal. This property is located in COUNCIL DISTRICT 7, Mapsco TAR-007H. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the Housing and Economic Development Department will be responsible for the collection and deposit of funds due to the City in Fiscal Year 2015. The Neighborhood Services Department will be responsible for the collection and deposit of funds due to the City starting October 1, 2015. Upon receipt, these funds will be deposited into the General Fund, Terminal Building Revenue account, which has total estimated revenue in Fiscal Year 2015 of$1,000,000.00 and no receipts as of January 28, 2015. TO Fund/Account/Centers FROM Fund/Account/Centers http://apps.cfwnet.org/council_packet/mc review.asp?ID=20806&councildate=2/17/2015 3/25/2015 M&C Review Page 2 of 2 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Cynthia Garcia (8187) Jay Chapa (5804) Additional Information Contact: Sarah Odle (5804) ATTACHMENTS 2000 Eagle Parkway.pdf GDC Lease Area.pdf http://apps.cfwnet.org/council packet/mc review.asp?ID=20806&councildate=2/17/2015 3/25/2015 `+F ; e A� { k "i;pww V. - w jgj rx WIM M. z W, ....... ... Ur .7 19 .74 "A _j Mm mm U. 7 "A'.2 A W.1 ;"-:I, ' +.J L L.a♦t~' }r, '�j,'•`<' f(r-fli�� 'S Y�t tj'l^t?�iF{±f'r5�7�J4 'l�t�t.. f���!I ,.{('�, +��ry(c'Y'•+�,L�j'_�tis�_�5.�� .� 0,qry.)! jr 'a Tidwell, Allison From: Guzman, Leann Sent: Wednesday, March 25, 2015 4:13 PM To: Tidwell,Allison Cc: Ramirez, Priscilla Subject: RE: GDC Technics Lease and Sublease Agreements I thought we had sent the GDC lease down there for you guys to number? But maybe not. The lease is very similar to the TAESL lease, but the GDC one is a lease with the City, not the Authority, because it was signed after the property was transferred from the Authority to the City. So, it needs a CSC number. I will try to track down an original for you. The sublease is not a City contract because it is between GDC and TAESL;the City isn't a party. And what he gave you to file isn't the sublease itself, only our authorization for it. So, it would be easier for everyone, I think, if you give it a suffix. Very confusing, huh?! From: Tidwell, Allison Sent: Wednesday, March 25, 2015 3:45 PM To: Guzman, Leann Subject: GDC Technics Lease and Sublease Agreements Leann, Jay came to the office this afternoon and asked us to assign a contract number to the GDC Sublease. However, we didn't have the Facilities Lease Agreement that the sublease accompanies. He sent me an electronic version without original signatures. Is this the same type of thing as the A1lianceAirport Authority contracts with TAESL? And do we assign two separate contract numbers or can we do the sublease as the five-digit number with—CAI as the suffix? Please advise in writing so that I can add it to the contract file. Thanks! From: Chapa, Jesus Sent: Wednesday, March 25, 2015 3:24 PM To: Tidwell, Allison Subject: 1