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Contract 50094
CITY SECRETARY 1 I FACILITIES LEASE AGREEMENT CONTRACT NO. v�a�s� This Facilities Lease Agreement (this "Lease") is made and entered as of the �� day of Kember, 2017, by and between City of Fort Worth, a Texas home rule municipal corporation and Rolls-Royce North America Inc., a Delaware corporation ("Tenant"). AGREEMENT: NOW THEREFORE, in consideration of the duties, covenants, and obligations under this Lease, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Lease the following terms shall have the meanings respectively indicated: "Additional Rent" means all monetary obligations of Tenant to Landlord under the terms of this Lease, including, but not limited to, Base Rent, Fees, and amounts due and payable by Tenant under Section 9.4. "Adjoining Tenants" means other tenants of the Landlord Adjoining Property. "Affiliate" means any corporation that is a subsidiary, directly or indirectly, of any designated entity, or any person, corporation, or entity that, directly or indirectly, controls or is controlled by the designated entity or is under common control with the designated entity ("control", "controlled by" or "under common control with" each means the possession of, directly or indirectly, the power to direct or to cause the direction of the management and policies of an entity whether through the ownership of a substantial portion of the voting securities or equity or by contract or otherwise). "Airport"means Alliance Fort Worth Airport, located in Fort Worth, Texas. "Alliance" means Alliance Airport, Ltd., a Texas limited partnership. "Amended and Restated Declaration of Covenants and Restrictions" shall mean that certain Amended and Restated Declaration of Covenants and Restrictions, dated February 5, 2015 at 11:59:01 p.m., made by Alliance Airport Authority, Inc., ADL Development, L.P., and Hillwood and recorded at Document Number 2015-12418 of the Real Property Records of Denton County, Texas. "ADA"has the meaning set forth in Section 12.1. "ATA Specification 103" has the meaning set forth in Exhibit A. "Base" means that certain land known as Alliance Fort Worth e Base, located adjacent to the Airport and including the Facility. OIeFIC1AL RECORD Alliance Fort Worth Maintenance Base Lease—Rolls-Royce CITY SECRETARY Page 1 of 57 18532013v.13 �•wO�M��( "Base Rent"has the meaning set forth in Section 9.1. "C"has the meaning set forth in Section 8.1. "Capital Reserve Fee" has the meaning set forth in Exhibit F. "Casualty Date"has the meaning set forth in Section 14.6. "Central Utility Plant" has the meaning set forth in Section 7.1. "Central Utility Services" means the CUP Utilities and the CUP Services, collectively. "Chemical Tank" means any tank located in the three parts-clean areas containing chemicals in a range of concentrations as governed by Rolls-Royce Engine Manual specifications. "Claims"has the meaning set forth in Section 16.1. "CMS Building" means Building 3 — "Controlled Material Storage" as delineated on the Site Plan. "Common Area" means those areas of the Base designated for the common use by, and common benefit of, all tenants of the Base, including but not limited to the lands forming part of the Base and all facilities (including the parking facilities and entrances thereto), systems, improvements, structures and equipment serving or benefiting the Base. Common Area shall not include the Facility or the portions of the Landlord Adjoining Property leased to or available for lease to other tenants. The Common Area shall include the North Lot, subject to Tenant's rights pursuant to Section 3.3. "Common Area Fees" has the meaning set forth in Section 8.1. "Common Area Services"has the meaning set forth in Section 8.1. "CUP Fees"has the meaning set forth in Section 7.5. "CUP Services"has the meaning set forth in Section 7.4. "CUP Utilities" has the meaning set forth in Section 7.3. "CUP Utilities and Services" means, collectively, the CUP Utilities and the CUP Services. "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). "Emergency Response System"has the meaning set forth in Exhibit E. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 2 of 57 18532013v.13 "Environmental Baseline"has the meaning set forth in Section 10.4. "Environmental Condition"has the meaning set forth in Section 10.3. "Environmental Laws"has the meaning set forth in Section 10.2. "Environmental Permits" has the meaning set forth in Section 2.2(b). "Event of Default" has the meaning set forth in Section 17.1. "Excess Load Factor" has the meaning set forth in Exhibit F. "Execution Date" means the date this Lease is fully executed by both Landlord and Tenant. "Exit Audit"has the meaning set forth in Section 10.5. "Facility" means certain land, buildings and facilities on the Base owned by Landlord and located within the fence, as delineated on the Site Plan, including the following: (a) the building labeled as Building 12, and the land on which such building is located, as delineated on the Site Plan, (b) the building labeled as Building 15 and the land on which such building is located, as delineated on the Site Plan, (c) the building labeled as Building 13 and the land on which such building is located, as delineated on the Site Plan, (d) the building labeled as storage and containing approximately 5,000 square feet, and the land on which such building is located, and (e) all other areas between and adjacent to the buildings labeled as Building 12, Building 13, Building 15, containing a total of approximately 443,945 square feet. "Fees" means, collectively, Capital Reserve Fee, CUP Fees, Uplift Fees, and Common Area Fees. "Force Majeure Event"has the meaning set forth in Section 18.18. "Fuel Farm" has the meaning set forth in Section 5.1. "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. "Hazardous Materials"has the meaning set forth in Section 10.2. "Hazardous Material Liabilities" has the meaning set forth in Section 10.6. "Hazardous Waste Building" means Building 1 — "Industrial Waste Treatment" delineated on the Site Plan. "Hillwood" means Hillwood/1358, Ltd., a Texas limited partnership. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 3 of 57 18532013v.13 "Industrial Wastewater" has the meaning set forth in the Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. § 1251 et seq. "Improvements" means any alterations, addition, or improvements on, to or about the Facility. "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 Facility. The parties acknowledge that such specifications may change throughout the Term, however, the patties acknowledge that initially the Jet Fuel will conform to the quality and specifications set forth in Exhibit A attached hereto. "Landlord Adjoining Property" means the Base, excluding the Facility, "Landlord Distributed Utilities"has the meaning set forth in Section 4.2(a). "Landlord Hazardous Material Liabilities"has the meaning set forth in Section 10.3. "Landlord's Permitted Personnel" means those authorized employees of Landlord or Management Company that shall be permitted access to the Facility, which employees shall be designated in advance in a separate written list submitted by Landlord or Management Company to Tenant. "Liens"has the meaning set forth in Section 12.7. "Lift Station" means the industrial waste lift stations located on the Base, and all pipes connecting the IWTF to such lift stations. The Lift Station shall be considered part of the IWTF. "Management Company" means any person or entity with whom Landlord has entered into a written agreement at any time during the Term to oversee performance and/or provision of, at Landlord's expense, any duties, obligations or services to be performed and/or provided by Landlord hereunder. "Meter" has the meaning set forth in Section 5.1. "North Lot" means that certain parking lot located immediately to, the north of the Facility and delineated as the"North Parking Lot" on the Site Plan. "Offset Limit" has the meaning set forth in Section 17.5. "Option Terms" has the meaning set forth in Section 2.1(c)(i). "Permitted Absence"has the meaning set forth in Section 17.1(a)(iii). "Phase I" has the meaning set forth in Section 10.4. Alliance Fort Worth Maintenance Base Lease—Rolls-Roe Page 4 of 57 18532013v.13 "Plans" has the meaning set forth in Section 12.2. "Release"has the meaning set forth in Section 10.3. "Renewal Option" has the meaning set forth in Section 2.1(00). "Rules and Regulations" has the meaning set forth in Section 10.1. "Site Plan" means that site plan attached hereto as Exhibit B-1. "Tenant Pipe Segment"has the meaning set forth in Section 5.1. "Tenant Parking Spaces"has the meaning set forth in Section 2.1(a). "Tenant's Building Footprint" has the meaning set forth in Exhibit G. "Tenant's Notice" has the meaning set forth in Section 14.6. "Tenant's Share" has the meaning set forth in Exhibit F. "Tenant Storage" has the meaning set forth in Section 5.1. "Term"has the meaning set forth in Section 2.1. "Termination Option"has the meaning set forth in Section 2.2. "Total Base Footprint" has the meaning set forth in Exhibit G. "Total Common Area Costs" has the meaning set forth in Exhibit G. "Uplift Fees"has the meaning set forth in Section 6.4. "Uplift Services" has the meaning set forth in Section 6.2. "Utility Costs" has the meaning set forth in Section 4.3. "Wastewater Standards" has the meaning set forth in Exhibit C. ARTICLE II DEMISE; TERM 2.1 Lease of Facility. (a) Demise: Term. Landlord and Tenant agree that for a ten-year term commencing on the Effective Date and expiring on December 31, 2027 (the "Term"), unless earlier terminated as provided herein: (i) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Facility; (ii) Landlord hereby 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 Alliance Fort Worth Maintenance Base Lease—Rolls-RoM Page 5 of 57 18532013v.13 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 shall ensure that no less than seven hundred (700) parking spaces in the North Lot as delineated on the Site Plan ("Tenant Parking Spaces") will be available for use by Tenant and any subtenant of Tenant and their respective employees, invitees and licensees pursuant to Section 3.3 below, and Landlord shall ensure that the Tenant Parking Spaces include the greater of the minimum number of handicapped spaces required by law or such number of handicapped spaces as exist as of the Effective Date. (b) Effective Date. The Term of this Lease shall commence January 1, 2018 (the "Effective Date"). (c) Renewal Terms. (i) Renewal Option. Tenant shall have the right and option to renew the Lease ("Renewal Option") for two additional periods of five (5) years each (the "Option Terms") (a separate notice is required for each Option Term); provided, however, each Renewal Option is contingent upon the following: (i) there is not then an Event of Default by Tenant beyond any applicable notice and cure period provided for herein at the time Tenant gives Landlord notice of Tenant's intention to exercise the Renewal Option; (ii) upon the Expiration Date or the expiration of the then current Option Term, there is not then an Event of Default by Tenant beyond any applicable notice and cure period provided for herein; (iii) no event has occurred that upon notice or the passage of time would constitute an Event of Default; and (iv) Tenant is occupying the Facility. Following the expiration of the Option Terms, Tenant shall have no further right to renew the Lease. (ii) Exercise of Option. Tenant shall notify Landlord of either the exercise or the refusal to exercise each Renewal Option by giving Landlord notice at least six (6) months prior to the expiration of the Term or the last day of the first Option Term. If Tenant fails to give notice to Landlord prior to the six (6) month period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the applicable Option Term, Landlord's and Tenant's respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise herein. Time is of the essence in exercising each Renewal Option. (iii) Term. If Tenant exercises the Renewal Option, then during the applicable Option Term, all references to the term "Term", as used in the Lease, shall mean the"Option Term". (iv) Base Rent for Option Term. The Base Rent for the Option Term shall be negotiated in good faith and agreed upon by the parties. In the event the parties cannot reach an agreement on the Base Rent, the Base Rent for the Option Term shall be fair market rental rate, which shall be determined as follows: Alliance Fort Worth Maintenance Base Lease—Rolls-&yce Page 6 of 57 18532013v.13 Landlord and Tenant shall each appoint an independent real estate appraiser with an MAI designation and with at least ten (10) years' commercial real estate appraisal experience in the area market, and experience appraising leaseholds for similarly situated industrial facilities. The two appraisers shall then, within ten (10) days after their designation, select an independent third appraiser with like qualifications. Within twenty (20) business days after the selection of the third appraiser, a majority of the appraisers shall determine the fair market rental rate. If a majority of the appraisers is unable to agree upon the fair market rental rate by such time, then the two (2)closest appraisals shall be averaged and the average will be the fair market rental rate. Tenant and Landlord shall each bear the entire cost of the appraiser selected by it and shall share equally the cost of the third appraiser. 2.2 Termination Options. (a) Year Five Termination. Tenant shall have the option, for any reason or no reason, without penalty or fee, to terminate the Lease ("Year Five Termination Option') sixty (60) months after the Effective Date by providing to Landlord six (6) months' written notice of such termination. If Tenant exercises its Year Five Termination Option, this Lease shall terminate and be of no further force or effect as of the designated termination date set forth in the Year Five Termination Option, and the parties hereto shall have no further obligations hereunder (except under such provisions which by their terms survive termination or expiration). (b) Environmental Permit Contingency /Termination. Promptly after the Effective Date Tenant shall seek the environmental permits from TCEQ for its intended operations at the Facility as deemed necessary by TCEQ and applicable Environmental Laws ("Environmental Permits'). Landlord shall cooperate with Tenant in this regard and Tenant shall diligently pursue approval of the Environmental Permits until the Environmental Permits are approved or denied. It is understood that the process could take up to 9-12 months to finalize. Tenant shall not perform any operations for which Environmental Permits are required prior to receipt of the Environmental Permits. Tenant shall have the option, without penalty or fee, to terminate the Lease (`Environmental Permits Termination Option") at any time during the Term if any one or more of the Environmental Permits is denied, or Tenant determines that any one or more likely will be denied, by the TCEQ. Any such termination shall be by written notice of such termination to Landlord, and such termination shall be effective immediately or on such other date as Tenant may designate in the Environmental Permits Termination Option. If Tenant exercises its Environmental Permits Termination Option, this Lease shall terminate and be of no further force or effect as of the designated termination date set forth in the Environmental Permits Termination Option, and the parties hereto shall have no further obligations hereunder (except under such provisions which by their terms survive termination or expiration). 2.3 Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall immediately surrender possession of the Facility (including all alterations, improvements and additions to the Facility, unless such items are required or permitted to be removed pursuant to Section 12.2) to Landlord, and Tenant shall remove, at Tenant's expense, all of its personal property from the Facility, leaving the Facility in substantially the same condition and repair as Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 7 of 57 18532013v.13 on the Effective Date, ordinary wear and tear and casualty damage excepted and subject to the effects of any alterations, improvements and additions as may have been made pursuant to this Lease. All removable fixtures, equipment, inventory, tooling, appliances, furnishings, and any other personal property owned by Tenant and located within the Facility shall remain the property of Tenant and shall be removed promptly from the Facility; provided, that any damage caused to the Facility 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 Facility on or before the expiration of the Term of this Lease or, in the event of any early termination, on or before the later of (i) the effective date of termination or (ii) such date that is ninety (90) days following the date of notice or event which gives rise to and effects such early termination in accordance with the provisions of this Lease, provided that if Tenant stays in possession of the Facility after such termination then Tenant shall be subject to the requirements of Section 2.4' including payment of 150% of Base Rent and payment of Additional Rent. Any of Tenant's personal property not removed from the Facility 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 Facility), either become the property of Landlord or may be removed by Landlord and Tenant shall pay to Landlord the reasonable cost of such removal within ten (10) days after Tenant's receipt of an invoice therefor with appropriate supporting documentation. Tenant acknowledges that certain office furniture in the Facility as of the Effective Date and identified in writing by Landlord to Tenant as of or prior to the Effective Date is Landlord's personal property, and may not be removed or disposed of by Tenant. This provision shall survive any termination of this Lease. 2.4 Holding. Should Tenant remain in possession of the Facility(or any portion thereof) after the expiration or earlier termination of this Lease, Tenant shall become a tenant at sufferance and shall be liable to pay Base Rent at the rate of 150% of Base Rent due and payable by Tenant each month, in advance, effective immediately prior to the expiration or earlier termination of this Lease. Such occupancy shall be subject to all the terms and conditions of this Lease insofar as the same are applicable, including with respect to the payment of Additional Rent that is due and payable by Tenant hereunder. ARTICLE III USE 3.1 Use. Tenant may use the Facility for the purpose of the testing, maintenance and repair of aircraft engines, including associated and related activities, general office, control room, data operations, warehouse, and prep shop, and for such other purposes that are not in conflict with the Amended and Restated Declaration of Covenants and Restrictions or any other requirements of this Lease. Any use other than the uses allowable under this Section 3.1 must be approved in writing by Landlord prior to such use. 3.2 Access. Landlord shall maintain, continuously and without interruption, perimeter fencing around the Base, which operational controls shall be maintained from within the CUP. Tenant and Tenant's employees, contractors, and subcontracts shall have access to the Facility at all times (24 hours a day, seven days a week, 365 days a year, including all holidays). Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 8 of 57 18532013v.13 Tenant, at Tenant's sole cost and expense, may secure entrance access into the buildings of the Facility, but shall not allow any security measures that would limit or deny ingress or egress, either vehicular or pedestrian, up to or around the exterior of the buildings of the Facility at any location. Landlord, Landlord's Permitted Personnel, and Landlord's agents, consultants, and contractors shall have the right to enter the Facility, including all secured access areas of the Facility, during normal business hours and upon 24 hours' advance notice to Tenant, for the purpose of inspecting the Facility, reading any meters or submeters related to the services provided in this Lease, making non-emergency repairs that Landlord is obligated or permitted to make pursuant to this Lease, or performing any other Landlord obligation; provided, however, that any such person entering the Facility (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 Facility except to the extent reasonably necessary to complete such maintenance, repair, or replacements the Landlord is obligated or permitted to make under this Lease. In the event of an emergency, Landlord shall have the immediate right to access the Facility, including all secured access areas of the Facility. 3.3 Use of Tenant Parking Spaces. At all times during the Term or any Option Terms Tenant and its subtenants and their respective employees, invitees and licensees shall have, as part of the leasehold estate under this Lease, (i) the exclusive use, without cost, of at least one hundred (100) Tenant Parking Spaces located in the two (2) most western rows of Tenant Parking Spaces ("Tenant's Exclusive Parking Spaces"), and (ii) the non-exclusive use, without cost, of all other Tenant Parking Spaces. Additionally, if at any time during the Term or any Option Terms either Tenant or any subtenant of Tenant is or anticipates maintaining an employment level that requires the exclusive use of additional Tenant Parking Spaces, Tenant or such subtenant, as applicable, shall provide written notice to Landlord of such need (which notice shall include the number of Tenant Parking Spaces requested) and Landlord shall, within sixty (60) days of such written request, make available to Tenant and/or any subtenant of Tenant on an exclusive basis the requested number of Tenant Parking Spaces (which additional Tenant Parking Spaces shall become Tenant's Exclusive Parking Spaces for purposes hereof). Anything herein to the contrary notwithstanding, (i) Landlord shall operate, repair and maintain all Tenant Parking Spaces, including Tenant's Exclusive Parking Spaces, as part of its Common Area Services (and Tenant shall pay Landlord the Common Area Services fees contemplated by Section 8.1 and Exhibit G but shall not be obligated to pay anything more than their prorata share for the use of the Tenant Parking Spaces), and (ii) Landlord shall release Tenant from any claims arising on or in connection with the Tenant Parking Spaces, including the Tenant Exclusive Parking Spaces, to the extent not caused by Tenant or any subtenant of Tenant or their respective employees, invitees and licensees. ARTICLE IV UTILITIES 4.1 Utilities and Services to be Obtained by Tenant. Tenant shall contract directly with and shall be responsible for payment to the applicable utility/service provider for all telephone and internet used by Tenant, all janitorial, trash removal, extermination and security services (other than as specifically set forth in this Lease) required by Tenant in connection with Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 9 of 57 18532013v.13 its operations at and use of the Facility. If any other utilities required by Tenant in connection with its operations at the Facility are necessary or are not being provided for Tenant in accordance with the provisions of Section 4.2, then to the extent available directly to Tenant and with Landlord's written consent, which shall not unreasonably be withheld, Tenant may contract directly with and shall be responsible for the direct payment to the applicable utility provider for such utilities. 4.2 Utilities to be Procured and Distributed by Landlord. (a) Landlord's Obligation. During the Term, Landlord agrees to procure on behalf of the entire Base and redistribute to the Facility the following utilities (the "Landlord Distributed Utilities"): (i) Electric current for lighting and operation of equipment or machines requiring electrical consumption. (ii) Domestic water for lavatory, toilet and other purposes. (iii) Outgoing effluent from non-industrial sources including, but not limited to, lavatory sinks, hand washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets. (iv) Natural gas, subject to Tenant's right to extend infrastructure for natural gas to the Facility, as set forth below. All Landlord Distributed Utilities will be furnished to the Base by third-party utility providers. Landlord at its sole cost and expenses shall maintain in good working order the conduits by which the Landlord Distributed Utilities are made available to the Facility (or removed from the Facility in the case of effluent) by Landlord at Landlord's expense; provided, however, that in the event that new infrastructure or conduit is necessary to provide a utility service that is not currently provided to the Facility, e.g., natural gas, Tenant shall have the right, but not the obligation, at its sole cost and expense to extend the necessary infrastructure to the Facility, subject to the written approval of Landlord of the location of and construction plans for such infrastructure, such approval not to be unreasonably withheld. The Landlord Distributed Utilities will be furnished as provided above on a continuous basis 24 hours per day, 7 days per week, 365 days per year, including all holidays, except for (x) cleaning, maintenance, and repair pursuant to an established schedule developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and delivered to Tenant no less than thirty (30) days in advance, (y) interruptions in Landlord Distributed Utilities that are the result of unscheduled maintenance or repairs resulting from accidents, emergency situations, service interruptions by third-party utility providers, or other occurrences beyond the reasonable control of Landlord and Management Company, in which case no prior notice of interruption to Tenant is required (however, Landlord shall use good faith efforts to give such notice where and as promptly as possible), and (z) interruptions in Landlord Distributed Utilities to the extent caused by the negligence or willful misconduct of Tenant, or any of its agents, employees, subtenants, or contractors. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 10 of 57 18532013v.13 4.3 Utility Costs. In consideration of the Landlord Distributed Utilities, Tenant shall pay to and reimburse Landlord for its proportionate share, as set forth in this Section 4.3, of the Utility Costs. Utility Costs pursuant to this Section 4.3 shall be invoiced by Landlord to Tenant monthly, in arrears. For purposes of this provision, "Utility Costs" means (i) the total actual charges of the third-party utility provider of each of such Landlord Distributed Utilities that are charged to Landlord (or Management Company on behalf of Landlord) for the purchase of each of such Landlord Distributed Utilities in the applicable monthly billing period multiplied by (ii) (A) Tenant's usage of each of such Landlord Distributed Utilities (as determined by the sub- meter that measures Tenant's usage of such Landlord Distributed Utilities) during the same monthly period divided by (B) the total of such Landlord Distributed Utilities furnished to the Base during the same monthly period. Utility Costs shall include any applicable distribution charges, taxes, or other fees lawfully charged by the third party provider of such Landlord Distributed Utilities or any governmental authority. 4.4 Management Company. The parties acknowledge that the provision of Landlord Distributed Utilities herein may be subcontracted to and performed on behalf of Landlord by Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law in regard to the provision of such Landlord Distributed Utilities and otherwise complies with the provisions of this Article IV and other provisions of this Lease applicable to the Landlord Distributed Utilities and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article IV. ARTICLE V FUEL FARM; JET FUEL 5.1 Fuel Farm. Landlord owns an aviation jet fuel farm facility at the Base, as delineated on the Site Plan, that supports and is connected to the Facility by means of associated piping (including the piping, the "Fuel Farm"). Landlord shall maintain at its sole cost and expense the Fuel Farm in good working order. Some of the associated piping that is a component of the Fuel Farm is located within the boundaries of the Facility (the "Tenant Pive Sent"). The Tenant Pipe Segment is connected to a fuel meter located within the boundaries of the Facility ("Meter") and an underground storage tank installed in and constituting part of the Facility ("Tenant Storage"). The Meter and the Tenant Pipe Segment as delineated on Exhibit ........... B_2 shall be considered part of the Fuel Farm, and the responsibility and obligation of Landlord that are applicable to the Fuel Farm under the terms of this Lease exist up to and include the Meter. The Tenant Storage and associated piping between and connecting the Meter and the Tenant Storage are not a part of the Fuel Farm but are considered part of the Facility and the responsibility and obligation of Tenant that are applicable to the Facility under the terms of this Lease. If the configuration of the Fuel Farm is modified or altered by mutual written agreement of Landlord and Tenant, Landlord and Tenant shall negotiate in good faith the costs of making such changes and the fees to be charged after such changes are completed. Notwithstanding anything herein to the contrary, within sixty (60) days after written request from Tenant, Landlord, at the sole cost and expense of Tenant, shall return the Tenant Storage to an active status, and Tenant shall reimburse Landlord for Landlord's costs therefor within sixty (60) days of receipt of invoice from Landlord to Tenant. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 11 of 57 18532013v.13 5.2 Provision of Jet Fuel. During the Term, Tenant may acquire and have Jet Fuel delivered to the Tenant Storage, 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 Storage 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 Storage, of if the price for Jet Fuel charged by Landlord or its Designated Fuel Supplier is higher than Tenant would pay from a third-party fuel provider, 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 Storage in accordance with the provisions of this Article V; provided such Jet Fuel conforms to the standards set forth and referenced in Exhibit A. 5.3 Fuel Services Company. The parties acknowledge that the Fuel Farm may be managed, maintained, and operated by Fuel Services Company so long as Fuel Services Company is properly authorized to and holds such licenses and permits as required by applicable law in regard to the operation of the Fuel Farm and otherwise complies with the provisions of this Article V, and other provisions of this Lease applicable to the Fuel Farm and Fuel Services Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article V. 5.4 Continuous Service. The Fuel Farm Services will be made available by Landlord at the levels provided herein on a continuous basis, as needed 24 hours per day, 7 days per week, 365 days per year, in support of Tenant's operation at the Facility, except for (i) cleaning, maintenance, and repair pursuant to an established schedule developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and delivered to Tenant no less than fifteen (15) days in advance, (ii) interruptions in Fuel Farm Services that are the result of the unscheduled maintenance or repairs, accidents, emergency situations, or other occurrences beyond the reasonable control of Landlord and Fuel Services Company, in which case no prior notice of interruption may be given to Tenant (however, Landlord shall use good faith efforts to give such notice where possible), and (iii) interruptions in Fuel Farm Services caused by the negligence or willful misconduct of Tenant, or any of its agents, employees, subtenants, or contractors. ARTICLE VI INDUSTRIAL WASTE TREATMENT FACILITY 6.1 Industrial Waste Treatment Facility. The parties acknowledge that Landlord will operate the existing industrial waste treatment facility at the Base and in support of the Facility as delineated on the Site Plan (the 'Vnf ). Landlord will maintain at its sole cost and expense the IWTF in good working order. If Landlord determines that the configuration or functionality of the IWTF is required to be modified or altered, then prior to making such modification or alteration, Landlord shall provide Tenant written notice of such determination and consult with Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 12 of 57 18532013v.13 Tenant in good faith in order to provide Tenant the option to either (i) agree to or recommend changes to the modification or alteration or (ii) modify its operational requirements at the Facility to make the modification or alteration unnecessary. Tenant shall have a reasonable time to select its preferred option. The foregoing notwithstanding, in no event shall any such modification or alteration adversely affect Tenant's use and operation of the Facility. 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 Facility as more specifically delineated in Exhibit C attached hereto. The Uplift Services shall be provided by Landlord in accordance with this Lease at a level that is sufficient to satisfy Tenant's operational requirements at the Facility. All Uplift Services will be furnished by Landlord at Landlord's cost (subject to payment by Tenant of the Uplift Fees as provided in Section 6.4 and as set forth in Article X). 6.3 Maintenance, Permits, and Licensing. Landlord shall, at its expense, comply with the standards, requirements, and obligations with respect to the IWTF and Uplift Services as specifically delineated in Exhibit C. 6.4 Uplift Fees. In consideration of the Uplift Services, Tenant shall pay to Landlord the Uplift Services fees (the "Uplift Fees") in the amounts specified in Exhibit D. Uplift Fees shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor. Payment shall be submitted to such account and payable to Landlord or such party as Landlord (or Management Company pursuant to written authorization to act on Landlord's behalf) shall designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 6.5 Management Company. The parties acknowledge that the IWTF may be managed, maintained and operated by, and the obligations with respect to the Uplift Services required of Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management Company so long as Management Company is properly authorized to and holds such license and permits as required by applicable law, if any, in regard to the operation of the IWTF and performance of the Uplift Services and otherwise complies with the provisions of this Article VI and other provisions of this Lease applicable to the IWTF, the Uplift Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VI. ARTICLE VII CENTRAL UTILITY PLANT 7.1 Central Utility Plant. The parties acknowledge that Landlord will operate the Central Utility Plant at the Base and in support of the Facility as delineated on the Site Plan (the "Central Utility Plant") and that Tenant shall utilize the Central Utility Plant as its sole source for the services included in the CUP Services (except that Tenant may install and utilize its own air compressors for certain purposes, including engine start). Landlord at its sole cost and expense shall maintain the Central Utility Plant in good working order. During the Term, Landlord shall not modify or alter the configuration or functionality of the Central Utility Plant in any manner that directly and materially increases any cost or liability to Tenant or directly and materially Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 13 of 57 18532013v.13 adversely affects the operations of Tenant at the Facility, without the prior written agreement of Tenant, unless required by applicable law, regulations, or any governmental authority or on account of a material change in Tenant's operations at the Facility. If Landlord determines that the configuration or functionality of the Central Utility Plant is required to be modified or altered, then prior to making such modification or alteration, Landlord shall provide Tenant written notice of such determination and consult with Tenant in good faith in order to provide Tenant the option to either(i) agree to or recommend changes to the modification or alteration or (ii) modify its operational requirements at the Facility to make the modification or alteration unnecessary. Tenant shall have a reasonable time to select its preferred option. The foregoing notwithstanding, in no event shall any such modification or alteration adversely affect Tenant's use and operation of the Facility. 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 Facility and for the benefit of Tenant at the level and in the manner set forth below, but in any event at such level and in such manner as is sufficient to satisfy Tenant's operational requirements at the Facility. The CUP Utilities and Services will be provided by Landlord to Tenant at the levels provided herein on a continuous basis, as needed 24 hours per day, 7 days per week, 365 days per year, in support of Tenant's operation of the Facility, except for (x) cleaning, maintenance, and repair pursuant to an established schedule developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and delivered to Tenant no less than five (5) days in advance, (y) interruptions in CUP Utilities and Services that are the result of unscheduled maintenance or repairs resulting from accidents, emergency situations, or other occurrences beyond the reasonable control of Landlord and Management Company, in which case no prior notice of interruption to Tenant is required (however, Landlord shall use good faith efforts to give such notice where and as promptly as possible), and (z) interruptions in CUP Utilities and Services caused by the negligence or willful misconduct of Tenant, or any of its agents, employees, subtenants, or contractors. 7.3 CUP Utilities. All CUP Utilities will be furnished by Landlord at Landlord's cost (subject to payment by Tenant of the CUP Utility Fees as provided in Section.7.5 and as set forth in Article IX) and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit E hereto. "CUP Utilities" means the following utilities: (a) Steam; (b) Compressed Air; and (c) Chilled Water. Alliance Fort Worth Maintenance Base Lease—Rolls-Rom Page 14 of 57 18532013v.13 7.4 CUP Services. All CUP Services will be furnished by Landlord at Landlord's cost and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit E hereto, "CUP Services" means the following services to be provided by Landlord in support of and as necessary for Tenant's use and operation of the Facility: (a) Fire Monitoring and Protection Services for the CUP (provided, however, Tenant shall be responsible, at its sole cost and expense, for any and all fire monitoring and protection services within the buildings of the Facility); and (b) HVAC control for the Facility for the CUP (provided, however, Tenant shall be responsible, at its sole cost and expense, for any and all HVAC control(s)located within the buildings of the Facility). 7.5 CUP Fees. In consideration of the CUP Utilities and CUP Services, Tenant shall pay the fees specified in Exhibit F ("CUP Fees") (subject to Section 9.2 below). CUP Fees shall be invoiced by Landlord to Tenant monthly, in arrears. Payments shall be due and payable by Tenant within thirty(30) days after receipt of an invoice therefor. Payment shall be submitted to such account and payable to Landlord or such party as Landlord (or Management Company pursuant to written authorization to act on Landlord's behalf) shall designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 7.6 Management Company. The parties acknowledge that the Central Utility Plant may be managed, maintained, and operated by, and the associated obligations with respect to the CUP Utilities and Services required of Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law, if any, in regard to the operation of the Central Utility Plant and performance of the CUP Utilities and Services and otherwise complies with the provisions of this Article VII and other provisions of this Lease applicable to the Central Utility Plant, the CUP Utilities and Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VII. ARTICLE VIII COMMON AREA SERVICES 8.1 Common Area Services. Landlord agrees to operate, repair, and maintain the Common Area of the Base consistent with standard industry practices pertaining to the current use of the Base (the"Common Area Services"). In consideration of the Common Area Services, Tenant shall pay to Landlord the Common Area Services fees (the "Common Area Fees") in the amounts specified in Exhibit G. Notwithstanding anything herein to the contrary, the Common Area Fees shall not exceed the Cap for each year of the Lease. As used herein, the "C&" shall mean an increase of no greater than five percent (5%) per year in the controllable Common Area Fees, which shall mean expenses other than real estate taxes, the cost of all insurance relating to the Facility, and the cost of all utilities that are included as a Common Area Fee. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 15 of 57 18532013v.13 8.2 Management Company. The parties acknowledge that the associated obligations with respect to the Common Area Services may be subcontracted to and performed on behalf of Landlord by Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law, if any, in regard to the operation of the Common Area and performance of the obligations set forth in this Article VIII and other provisions of this Lease applicable to the Common Area Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VIII. ARTICLE IX RENT AND FEES 9.1 Base Rent. Tenant agrees to pay "Base Rent" to Landlord, without demand or notice, in advance in the following amounts (prorated on a per diem basis for any partial month) which are based upon 443,945 square feet: PERIOD BASE RENT PER ANNUA_L_BASE RENT MONTH Months 1-12 $0.00 $0.00 Months 13-24 58.2;0.00 $99,000.00 Months 25-60 $37,000.00 $444,000.00 Months 61-120 $40,700.00 $488,400.00 9.2 Capital Reserve Fee. A component of the CUP Fees to be paid by Tenant pursuant to Section 7.5 above is the Capital Reserve Fee as defined in ExhibitY attached hereto. Notwithstanding the calculation of the Capital Reserve Fee pursuant to Exhibit F, the Capital Reserve Fee component of the CUP Fees to be paid each month of the Term pursuant to Section 7_5 shall be $35,000.00 per month until a new amount is provided to Tenant pursuant to the process outlined in Exhibit F. Within one hundred twenty (120) days after the close of each calendar year or as soon after such 120-day period as practicable, Landlord will deliver to Tenant a statement of the monthly Capital Reserve Fee component of the CUP Fees payable under this Lease for such calendar year. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant will pay the deficiency to Landlord within thirty (30) days after delivery of the statement. If the total of the estimated monthly Capital Reserve Fee component of the CUP Fees paid by Tenant during any calendar year exceeds the actual expense adjustment amount due from Tenant for such calendar year and provided Tenant is not in default hereunder, such excess shall, at Landlord's option, be either credited against payments next due hereunder or refunded by Landlord to Tenant, or if such adjustment occurs at the expiration of the Term, Landlord shall refund Tenant's overpayment within 30 days after Tenant vacates the Facility in full accordance with this Lease. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 16 of 57 18532013v.13 9.3 Payment. 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 fractional 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. A late fee of 5% of the amount due will be assessed if payment is not postmarked or received by the Landlord on or before the fifth (5a) day of the month. 9.4 Taxes and Other Charges. As of the Effective Date, the Base is exempt from ad valorem taxation. However, notwithstanding the current exemption, in the event ad valorem or any other tax, general and special assessments, or other charges of any kind are levied on or assessed against the Facility, any interest in the Facility, or any equipment or personal property in the Facility, Landlord will promptly provide Tenant with copies of any and all notices thereof, and Tenant will pay and discharge, punctually when due and payable, as Additional Rent, (i) all amounts attributable to the Facility, including any increase in valuation attributable to Tenant, and (ii) a pro rata portion of the amount attributable to the Common Area, based on a multiplier calculated by dividing the square footage of the Facility by the total square footage of the Base. Such amounts shall be paid directly to the public officer charged with their collection before they become delinquent. TENANT WILL INDEMNIFY LANDLORD AND HOLD IT HARMLESS FROM ALL SUCH TAXES, CHARGES, AND ASSESSMENTS. Tenant may, in good faith at its own expense (and in its own name) contest any such taxes, charges, and assessments and must pay the contested amount, plus any penalties and interest imposed, if and when finally determined to be due. Tenant's failure to discharge any such tax, charge or assessment when finally due within ten (10) days after the date Landlord's written notice is received by Tenant shall constitute an Event of Default hereunder. However, Tenant's financial obligation to Landlord to liquidate and discharge such tax, charge or assessment shall survive following termination of this Lease and until such a time as the lien is discharged. 9.5 Audit Rights. (a) Documentation Review. Upon written notice delivered to Landlord, Tenant shall have the right from time to time to conduct such inspections and review and audit any and all relevant documentation of or relied upon by Landlord, Management Company, or Fuel Services Company relating to the incurring and provision of any service provided for in this Lease and computation of any such cost or fee set forth in an invoice for such service. Notwithstanding any exercise by Tenant of its audit rights, Tenant shall pay the invoice subject to reimbursement as provided below. (b) Services Review and Inspection. Upon reasonable notice to Landlord, Tenant shall also have access to: (i) the Fuel Farm and all associated records, and (ii) the IWTF and all associated records, in each case for the purpose of a compliance audit and verification of the facilities and services provided. (c) Procedure and Results. Any audit pursuant to Section 9.5(a) shall be conducted at the expense of Tenant, except as otherwise expressly provided. Audits and reviews may not be conducted more than one time per year, and may not be performed on a contingency Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 17 of 57 18532013v.13 basis. Tenant shall promptly provide Landlord with a copy of the written audit report prepared by Tenant or Tenant's auditor. If the written audit report proves that the aggregate rent, costs, or Fees were overstated by Landlord by more than five percent (5%) of the actual rent, costs, or Fees that were due to Landlord pursuant to this Lease for the applicable period so audited, then Landlord will pay to Tenant, upon demand, the amount that the audit determined was overcharged by Landlord if such amounts were already paid by Tenant. (d) Landlord Audit Right. Tenant agrees that Landlord shall, until the expiration of three (3) years after the expiration or termination of this Lease, have access to and the right to examine any directly pertinent books, documents, papers and records of Tenant which are required to evaluate the compliance with terms of this Lease (but excluding any privileged and confidential attorney/client communications or work product, including communications with, or reports or documents produced by or directed to Tenant's attorneys). Tenant agrees that, upon at least five (5) business days' prior written notice to Tenant, Landlord shall have reasonable access during normal working hours to all necessary Tenant facilities required for such examination and, if available, shall be provided adequate and appropriate workspace in order to conduct examination in compliance with the provisions of this Section 9.5(M. Landlord shall be responsible for all reasonable costs and expenses associated with any such examination or audit. Landlord shall not interfere with Tenant's normal business operations and shall comply with all of Tenant's security and safety procedures at its facilities. To the extent permitted by applicable law, Landlord shall maintain as strictly confidential, and shall cause its representatives conducting any such examination to execute in favor of Tenant a confidentiality agreement (in form prepared by Tenant which shall be subject to all applicable laws) regarding, all information examined, the results of any such examination, and the resolution of any disputed issues arising in connection with such examination, ARTICLE X COMPLIANCE WITH LAW; ENVIRONMENTAL 10.1 Compliance with Rules and Regulations. Throughout the Term, Tenant shall (i) comply or cause compliance with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and requirements of duly constituted public authorities that are applicable to Tenant's use and occupancy of the Facility (the "Rules and Regulations"), (ii) comply with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and requirements of duly constituted public authorities that are applicable to Tenant in regard to Tenant's use of the IWTF, the Central Utility Plant, and the Fuel Farm pursuant to this Lease, solely to the extent such use by Tenant requires Tenant to so comply, and (iii) timely submit to the appropriate public authorities (with a copy to Landlord) all environmental notifications, forms, reports and permit applications, alterations, modifications or renewals required in connection with Tenant's use or occupancy of the Facility. Notwithstanding the foregoing, Landlord shall be solely responsible and liable for and Tenant shall not be required to comply or cause compliance with such Rules and Regulations or the terms set forth in clauses (ii) and (iii) above (or to expend any sums in connection therewith) to the extent of the obligations of Landlord (and/or its designated Management Company and Fuel Services Company) with respect to the ownership and operation of the IWTF and Uplift Services, and the Fuel Farm, each of which is the sole responsibility, obligation, and liability of Landlord (including the designated Management Company and Fuel Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 18 of 57 18532013v.13 Services Company, as applicable) pursuant to the terms of this Lease or if such failure to comply is caused by the negligence or willful misconduct of Landlord, Management Company, Fuel Services Company or their respective agents, contractors or employees; provided, however, Tenant will remain responsible for its specific obligations under this Lease and its negligence or willful misconduct in connection with its use of the IWTF, the Central Utility Plant, and the Fuel Farm. 10.2 Hazardous Materials. Subject to Landlord's obligations with respect to the IWTF and Uplift Services and the Fuel Farm, all as provided in this Lease, any and all Hazardous Materials generated, used, stored, treated or recycled at the Facility by Tenant, its employees, agents, contractors, guests, or invitees shall be handled and disposed of by Tenant (at Tenant's cost) pursuant to the terms and provisions of and in compliance with all Rules and Regulations, including all Environmental Laws. For purposes of this Article, "Hazardous Materials" shall include, but not be limited to, any petroleum-based products, substances or wastes, including any additives associated therewith, pesticides, paints, solvents, polychlorinated biphenyl, lead, cyanide, DDT, acids, explosives and any other substance or material defined or designated as a hazardous or toxic substance, hazardous waste, hazardous material, pollutant, or other similar term, by any federal or state environmental statute, law, permit, rule or regulation, applicable to the Facility presently in effect or that may be promulgated in the future, as such statutes, laws, rules, regulations and permits may be amended from time to time pertaining to protection of the environment and preventing pollution (collectively, "Environmental Laws") including (but not limited to) the following statutes and any applicable state or local equivalent(s): Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 40 U.S.C. § 9601 et seq., Clean Air Act, 42 U.S.C. § 7401 et seq., Water Pollution Control Act(Clean Water Act of 1977), 33 U.S.C. § 1251 et seq., Federal Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7 U.S.C. § 136 et seq., Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., Safe Drinking Water Act, 42 U.S.C. § 300(f)et seq. 10.3 Environmental Procedures and Remediation. Subject to Landlord's obligations and responsibilities with respect to the IWTF, the Uplift Services, and the Fuel Farm, all as provided in this Lease, Tenant, its employees, agents, contractors, guests, or invitees shall not cause, or permit the placement, discharge or disposal of any industrial or hazardous waste into (i) the sanitary wastewater system or (ii) the IWTF, which industrial or hazardous waste contains such constituents or characteristics as would (y) cause a violation of any of Landlord's industrial and sanitary wastewater discharge permits, as applicable, or (z) cause a pass through or interference at the City of Fort Worth's Publicly Owned Treatment Works or at the IWTF, as applicable. Tenant shall not, and its employees, agents, contractors, guests, and invitees shall not Release or cause the Release of any Hazardous Material into or onto the environment or the Facility, including but not limited to, the air, surface or subsurface soil or water such that it causes an Environmental Condition or violates the Rules and Regulations. In the event of such a Release or the discovery by Tenant of the presence of Hazardous Materials to the environment, air, surface or subsurface soil or water at or above levels those which cause an Environmental Condition or a violation of the Rules and Regulations, Tenant shall promptly notify Landlord of such Release, discovery of Hazardous Materials, or violation of the Rules and Regulations. If Landlord, at any time during the Term of the Lease or any extension thereof, has good reason to suspect that there has been a Release, there is an imminent threat of a Release, or that Hazardous Alliance Fort Worth Maintenance Base Lease—Rolls-RoyLe Page 19 of 57 18532013v.13 Material is being stored, handled, disposed of or otherwise managed onsite in violation of Environmental Laws, the Rules and Regulations, or the requirements of this Lease, then Landlord may, after written communication of those reasons to Tenant, conduct environmental testing. Landlord and Tenant shall promptly notify the applicable governmental authority(s) of such Release, if so required under applicable Environmental Laws. The party with responsibility under this Lease for such Release shall (and the other party may, after giving the other party reasonable opportunity to respond, but without prejudice to seeking reimbursement for such costs from any otherwise responsible party), promptly hire an environmental consultant, after giving the other party reasonable opportunity to object, to investigate and delineate the cause, nature, and extent of any such Release or presence of Hazardous Materials. Tenant and Landlord shall consult in good faith and diligently undertake and complete to Landlord's reasonable satisfaction the remediation of any Hazardous Material at or originating from the Facility or Base arising out of Tenant's operations at the Facility, the presence of which constitutes an Environmental Condition or otherwise violates an applicable Environmental Law or the Rules and Regulations. Remediation, if required, shall be conducted in a timely and professional manner, by the responsible party's environmental consultant, consistent with standard industry practices pertaining to the current use of the property, to those levels accepted by all then applicable Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment (without the use of engineering or institutional controls other than restrictions on the residential use of the property and use of groundwater, unless such controls are approved by Landlord and, if such restrictions affect Tenant operations at the Facility, Tenant) or as may otherwise be required by the governmental authority exercising jurisdiction over the remediation. Subject to privileged attorney-client communications and work product, the party performing the remediation and investigation shall provide to the other party, at no cost, copies of all final studies, reports and sample analysis and results (including quality assurance data), including submittals to and formal correspondence with any governmental authority, related to the investigation and remediation of the Environmental Condition promptly upon receipt of request for such information. Landlord shall provide Tenant with a minimum of seven (7) days' written notice, except when responding to an emergency in which case no prior notice shall be required, prior to any sampling event or remediation activity. Tenant shall be responsible for and pay for the costs and expenses of such investigation and remediation of any Hazardous Material at or migrating from the Facility or Base and proven to be arising out of Tenant's operations at the Facility. Notwithstanding the forgoing or anything else in this Lease to the contrary, to the extent any Environmental Condition, Release or violation of any Environmental Law relates to (i) Landlord's and/or a previous or adjoining or adjacent owner's, tenant's or occupant's (other than Tenant's) activities or operations, including without limitation, ownership or operation of the Facility or any Landlord Adjoining Property, (ii) a Release occurring prior to the Effective Date of this Lease unless caused by Tenant, its employees, agents, contractors, guests, or invitees, (iii) a Release occurring on or under, or migration of Hazardous Material from, property other than the Facility, unless caused by Tenant, its employees, agents, contractors, guests, or invitees, (iv) any Environmental Condition disclosed or reflected as part of the Environmental Baseline (defined below), (v) any Environmental Condition that is in violation of Landlord's representations, warranties and/or covenants under this Lease, or (vi) any Release related to the operation of the Fuel Farm or the acts or omissions of Landlord, Management Company, Fuel Services Company or their respective officers, employees, or agents (collectively, "Landlord Hazardous Material Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 20 of 57 18532013v.13 Liabilities"), Tenant shall have no responsibility whatsoever for any such Landlord Hazardous Material Liabilities, Landlord hereby forever releases and discharges Tenant and its officers, directors, partners, employees, agents and contractors from any responsibility whatsoever for any Landlord Hazardous Material Liabilities. As used herein, the term "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any substance into the environment for which Release is regulated under or violates any Environmental Laws. As used herein, the term "Environmental Condition" means the presence of any Hazardous Material in the environment, air, surface or subsurface soil, or ground water at a level exceeding applicable Rules and Regulations, including Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment. 10.4 Environmental Baseline. Tenant acknowledges acceptance of the report entitled "Phase I Environmental Site Assessment of the Alliance Fort Worth Maintenance Facility, 2100 Eagle Parkway, Fort Worth, Texas" prepared for Texas Aero Engine Services, LLC, Project No. 92790, September 9, 2016, prepared by Burns &McDonnell Engineering Company, Inc., Kansas City, Missouri (the "Phase I Assessment"). Between the time of (i) full execution of this Lease and the date which is ninety (90) days after the Effective Date of this Lease (the "Phase II Review Period"), Tenant shall have the right, without obligation, at its sole cost and expense, to conduct, or cause a vendor or vendors of its choice to conduct, such additional environmental assessments as Tenant may desire, including a Phase II environmental assessment (collectively, a "Phase II Assessment'). Tenant shall provide to Landlord a copy of any written report generated from such Phase 11 Assessment. Tenant and Landlord acknowledge and agree that the Phase I Assessment, along with the Phase II Assessment, if applicable, and any other environmental reports or information that either Landlord or Tenant has as of the Effective Date, and Landlord's representations, warranties and covenants in this Lease, shall be used as a baseline to assist in the determination of future environmental liability between Landlord and Tenant ("Environmental Baseline")pursuant to other provisions of this Lease. 10.5 Exit Audit. At the termination or upon a transfer of this Lease, Tenant, at its sole cost and expense, shall conduct an environmental testing of the Facility in a manner and by a consultant acceptable to Landlord, in Landlord's discretion, which shall not be unreasonably withheld ("Exit Audit"). The Exit Audit shall be performed and a complete copy of the results of the Exit Audit shall be provided to each party, not more than one hundred and twenty(120) days, but not less than sixty(60) days, prior to the actual termination or transfer date of this Lease. So long as completed at least thirty (30) days before the termination or transfer date, either party shall have the right to conduct additional environmental testing at its cost. Not less than thirty (30) days prior to the termination of the Lease, Landlord, at its sole cost and expense, may conduct a final inspection of the Facility to verify that there has been no change in the environmental condition of the Facility since the Exit Audit. Landlord reserves the right from time to time, after reasonable notice to Tenant, to inspect the Facility and Tenant's operations on and use of the Facility to: (a) evaluate Tenant's management of Hazardous Material; (b) conduct subsurface or stormwater sampling; (c) evaluate compliance with Environmental Laws; and (d) to facilitate Landlord's compliance with Environmental Laws. 10.6 Environmental Indemnification. TENANT AGREES TO INDEMNIFY, DEFEND, AND HOLD LANDLORD AND ITS OFFICERS, CONTRACTORS, Alliance Fort Worth h1AIntenance Base Lease—Rolls-Royce Page 21 of 57 18532013x.13 DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY CLAIMS, JUDGMENTS, DAMAGES, FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEY'S FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES, WHICH ARISE DURING OR AFTER THE TERM, OR IN CONNECTION WITH A VIOLATION OF THE RULES AND REGULATIONS, OR THE PRESENCE OF HAZARDOUS MATERIALS IN THE ENVIRONMENT, THE AIR, SOIL, GROUNDWATER, OR SOIL VAPOR, INCLUDING BUT NOT LIMITED TO LAND ON OR UNDER THE FACILITY OR ADJACENT PORTIONS OF THE BASE, OR IN ENFORCING THE PROVISIONS OF THIS SECTION, TO THE EXTENT CAUSED BY TENANT, ITS EMPLOYEES, AGENTS, CONTRACTORS, GUESTS, OR INVITEES, OR TENANT'S OPERATION OR OCCUPANCY OF THE FACILITY DURING THE TERM OF THIS LEASE (COLLECTIVELY, "HAZARDOUS MATERIAL LIABILITIES"). Specifically excluded from the foregoing indemnification obligation of Tenant are the Landlord Hazardous Material Liabilities. Without limiting the generality of the foregoing, this indemnification shall survive the expiration of this Lease and does specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of the presence of Hazardous Materials in the environment, air, soil, groundwater or soil vapor on or under the Facility to the extent caused by Tenant, its employees, agents, contractors, guests, or invitees, or Tenant's operation or occupancy of the Facility during the Term of this Lease or migrating to adjacent portions of the Base and any location where such Hazardous Materials from Tenant, its employees, agents, contractors, guests, or invitees, or Tenant's operation or occupancy of the Facility during the Term of the Lease may be deposited, discharged, or located, and any location where a state or federal governmental agency has determined liability relates to the Tenant's operations on the Facility, except for Landlord Hazardous Material Liabilities. 107 Additional Responsibilities. WITHOUT LIMITING THE GENERALITY OF OTHER PROVISIONS OF THIS LEASE, ANY CLAIMS, JUDGMENTS, DAMAGES, FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEY'S FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES INCURRED IN CONNECTION WITH THE LANDLORD HAZARDOUS MATERIAL LIABILITIES SHALL BE PART OF THE LANDLORD HAZARDOUS MATERIAL LIABILITIES. 10.8 No Waiver. Notwithstanding any other provision of this Lease; Landlord does not waive any of its immunities,rights, or responsibilities (including those with regard to compliance and enforcement of city ordinances including but not limited to Chapter 12,5, "Environmental Protection and Compliance," of the Code of the City of Fort Worth), nor any of its obligations or contracts with other governmental entities as they relate to protection of the environment, including contracts with the Texas Commission on Environmental Quality. 10.9 Notices and Copies. Tenant shall deliver to Landlord, as soon as reasonably possible after receipt, any written notices that Tenant actually receives indicating that Tenant is or may be violating any Environmental Laws which are issued by any federal, state, or local Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 22 of 57 18532013v.13 environmental regulatory agency. Tenant shall provide Landlord with copies of (i) any environmental applications for permits or modifications contemporaneous with submission to such agency and (ii) any environmental permits or amendments prior to commencing any construction, modification, or operations under such permits. ARTICLE XI CONDITION,MAINTENANCE AND REPAIR 11.1 Condition. TENANT ACCEPTS THE FACILITY IN ITS CONDITION ON THE EFFECTIVE DATE, AND SUBJECT TO ALL RISKS, IF ANY, RESULTING FROM ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS THEREIN, EXCEPT AS ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS MAY RELATE TO THOSE OBLIGATIONS THAT LANDLORD HAS ASSUMED HEREIN. TENANT ACKNOWLEDGES THAT IT HAS INSPECTED THE FACILITY, AND TENANT'S INSPECTION HAS CONCLUDED THAT FOR THE FACILITY TO BE IN COMPLIANCE WITH ALL LEGAL REQUIREMENTS, THE REPAIRS LISTED ON EXHIBIT "if ATTACHED HERETO AND MADE APART HEREOF FOR ALL PURPOSES ("COMPLIANCE REPAIRS"), MUST BE PERFORMED. TENANT AGREES TO PERFORM SUCH COMPLIANCE REPAIRS BY NO LATER THAN TWELVE MONTHS FROM THE EFFECTIVE DATE. TENANT AND LANDLORD ACKNOWLEDGE THAT THE BASE RENT IS A MARKET RATE THAT REFLECTS THE CONDITION OF THE PROPERTY AND THE NEED FOR SUCH COMPLIANCE REPAIRS. TENANT HEREBY ACCEPTS THE FACILITY "AS IS" AND ACCEPTS THE RESPONSIBILITY TO PERFORM OR HAVE PERFORMED AT ITS SOLE COST AND EXPENSE SAID COMPLIANCE REPAIRS WITHIN TWELVE MONTHS FROM THE EFFECTIVE DATE. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, TITLE, DESIGN, OPERATION, OR FITNESS FOR USE OR SUITABILITY OF THE FACILITY IN ANY RESPECT WHATSOEVER, AND TENANT IS LEASING THE FACILITY "AS IS, WHERE IS AND WITH ALL FAULTS". EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT IS NOT RELYING ON, ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING: (I) THE NATURE AND PHYSICAL CONDITION OF THE FACILITY AND THE SUITABILITY THEREOF AND OF THE FACILITY FOR ANY AND ALL ACTIVITIES AND USES TENANT MAY ELECT TO CONDUCT THEREON; AND (II) THE COMPLIANCE OF THE FACILITY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR OTHER BODY INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND RELATED RULES AND REGULATIONS. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD MAKES NO, AND TENANT WAIVES AND RELEASES LANDLORD FROM ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO TENANT. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 23 of 57 18532013v.13 HEREIN, TENANT SPECIFICALLY UNDERSTANDS THAT ANY INFORMATION PROVIDED BY LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS IS SUBJECT TO TENANT'S VERIFICATION AND, NOTWITHSTANDING TENANT'S FAILURE TO SO VERIFY THE INFORMATION, TENANT MAY NOT HOLD LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS LIABLE OR MAKE ANY FUTURE CLAIMS AGAINST LANDLORD, LANDLORD AFFILIATES OR LANDLORD AGENTS AS TO THE ACCURACY OR INACCURACY OF ANY INFORMATION PROVIDED BY LANDLORD. 11.2 Tenant's Maintenance and Repair Obligations. (a) Maintenance. During the Term, except as expressly provided below and for those aspects and parts to be maintained and repaired by Landlord as provided in Section 11.3, Tenant shall keep, maintain, and repair, at its expense, all aspects and parts of the Facility neat, clean, free from waste or nuisance, and in good order and condition, ordinary wear and tear excepted, and shall make all needed repairs and replacements thereto. Tenant shall be responsible for all testing, repairs, and maintenance (but not full-system replacement) of fire and life safety systems in the Facility, provided that any repair of such systems shall be coordinated in advance with Landlord to mitigate any impact to all fire and life safety systems of the Base. Tenant shall provide to Landlord a copy of any and all inspections of the fire and life safety systems in the Facility, as soon as reasonably practicable after Tenant's receipt thereof. (b) Tenant's Removal of Improvements. If Tenant demolishes or removes any improvements pursuant to the terms of this Lease, Tenant must also clear that portion of the Facility upon which the demolished building or improvement was located, remove all demolition debris, disconnect and stub up all utilities that served the building or other improvement, and satisfy any reasonable requirements of the Landlord necessary to control erosion on the site, including but not limited to planting grass or other groundcover in the cleared area. In the event of a total loss of the Facility or damage to the Facility, the provisions of Article XIV shall apply. 11.3 Landlord's Maintenance and Repair Obligations. It is understood and agreed that Landlord shall have no obligation to repair, replace, or maintain all or any portion of the Facility, nor any obligation to pay any costs or expenses, of any description, associated with the operation of the Facility, except Landlord, at its sole cost and expense, shall be responsible for keeping the following in a good working condition and state of repair at all times and for the ongoing maintenance, repair, and replacement thereof: (a) the roof, structural elements, walls, and foundations of the Facility; (b) the IWTF, the Fuel Farm, and the Central Utility Plant and any other facilities, equipment, wiring, piping, meters or submeters necessary to provide the Uplift Services (including the IWTF) and the Central Utility Services, provided that the cost of such repair and maintenance shall be passed through to Tenant as a Common Area Expense, except when necessary due to the negligence or willful misconduct of Landlord, Management Company, Fuel Services Company or Landlord's, Management Company's or Fuel Services Company's agents or employees, contractors, tenants or invitees; (c) all piping up to any applicable meter or submeter at or on the Facility; (d) any metering and submetering equipment for utilities to the Facility; and (e) any aspect of the Facility that constitutes a breach of any of Landlord's representations, warranties or covenants under this Lease. Landlord shall not be obligated to make any repairs, maintenance, or replacement if such repair, replacement and/or Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 24 of 57 18532013v.13 maintenance is required due to the negligence or willful misconduct of Tenant or required to be performed by Tenant, including but not limited to Improvements related to the ADA as set forth in Section 12.1. 11.4 Landlord's Representations and Warranties. Landlord hereby represents and warrants to Tenant that to the best of the knowledge of Landlord's representative, Roger Venables, Assistant Director of Property Management for the City of Fort Worth, as of the Effective Date, the following: (a) The Facility is in broom clean condition, and all structural, roof, mechanical, electrical and plumbing elements and systems are in good condition and working order. (b) The Facility complies with all applicable local building and life-safety codes and requirements. (c) The current fire suppression system passed the annual inspection under the previous tenant. (d) Landlord has not received written notice of any potential Environmental Condition affecting the Facility. ARTICLE XII ALTERATIONS,IMPROVEMENTS AND ADDITIONS 12.1 Improvements. Subject to compliance with all applicable laws, the consent of Landlord (not to be unreasonably withheld, conditioned or delayed), and any other restriction or necessary approval contained in the Amended and Restated Declaration of Covenants and Restrictions, or any other document, covenant, or restriction recorded as of the date of such proposed improvement, Tenant, at its cost, risk and expense, may (but shall have no obligation to) construct, erect, and complete Improvements. Tenant shall be responsible, at its sole cost and expense, for all Improvements required for the Facility to comply with the American with Disabilities Act of 1990, as amended ("ADA"), which Tenant acknowledges may be required in the event of any other significant Improvements. 12.2 Plans. Tenant may not perform any Improvements that (i) are related to or would affect the structural integrity of the Facility or (ii) are estimated to cost more than One Hundred Thousand Dollars ($100,000.00) unless it first submits all plans, specifications and estimates for the costs of the proposed work ("Plans") in writing and also requests and receives in writing approval from the Landlord for same, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall have thirty (30) days from the date of submission of all required documentation to approve or disapprove Tenant's request to perform Improvements, and if approval is granted, Landlord shall specify in writing whether Tenant will be required to remove the Improvements and restore the Facility to substantially the same condition as before the Improvement, or whether Tenant shall not remove the Improvement, upon termination of this Lease; provided, however, if at the time Tenant submits its plans, specifications and estimates to Landlord Tenant requests the right to remove certain Improvements either upon termination of this Lease or before, Tenant shall be entitled to so remove such Improvements unless, within said Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 25 of 57 18532013v.13 thirty (30) day period, Landlord expressly denies such request in writing (Landlord's approval shall not be unreasonably withheld, conditioned or delayed). Tenant's plans for construction for any Improvement shall conform in all material respects to the architectural standards established by Landlord. All plans, specifications, and work associated with any Improvement shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the Plans are presented for review, and the Improvements shall be constructed and maintained in compliance with Landlord's health, safety, and environmental processes, rules, and policies for the Facility. Landlord shall have the right to inspect all work pursuant to its usual construction inspection procedures. The approval by Landlord of any plans or specifications shall not constitute approval of the architectural or engineering design, and Landlord,by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. Insofar as Improvements are concerned, Tenant's surrender obligation under Section 2.3 shall be satisfied by Tenant's compliance with this Section 12.2. 12.3 Work. Landlord shall assist Tenant, in its capacity as landlord and property owner, with obtaining necessary permits for the Improvements, provided that this agreement shall not constitute a waiver or alteration of the City of Fort Worth's processes and requirements for permits as the permitting authority. Tenant shall work diligently toward completion of, and shall complete, any started Improvements, all substantially in accordance with the approved plan specifications and using contractors reasonably acceptable to Landlord. Any of Landlord's Adjacent Property that is damaged as a direct result of performing an Improvement shall be repaired by Tenant and returned to its previous condition or better, at Tenant's sole cost and expense. 12.4 Documents. As soon as practicable following the completion of the Improvements, Tenant shall supply Landlord with: (a) comprehensive sets of documentation relative to the Improvements, including, at a minimum, as-built drawings. As-built drawings shall be new drawings or redline changes to drawings previously provided to Landlord; (b) textual documentation in computer format as requested by Landlord; (c) full lien releases for all contractors, subcontractors, and suppliers for the Improvements; and (d) copies of all permits and warranties for the Improvements. 12.5 Ownership and Requirements for Improvements. All Improvements shall be done in a good and workmanlike manner by qualified and licensed contractors or mechanics, and shall comply with any and all Rules and Regulations. Title to and ownership of Improvements shall be and remain in Tenant during the Term hereof, but shall automatically transfer to Landlord upon termination of this Lease, unless Landlord required or permitted pursuant to Section 12.1 or Section 12.2 that such Improvements be removed at the end of the Term, in which case Tenant shall remove such Improvements and repair any damage to the Facility caused by such removal. Tenant shall have ninety (90) days after the expiration or termination of the Term, subject to all Alliance Fort Worth Maintenance Base Lease—Rolls-&o Lce Page 26 of 57 18532013v.13 requirements of Section 2.4, and adequate access to the Facility to remove same following receipt of such written request, and the ownership of any Improvements not so removed within ninety (90) days shall automatically transfer to Landlord. Tenant acknowledges and agrees that changes to the exterior of the Facility 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 Facility (including painting the exterior of the Facility) without Landlord's prior written consent. 12.6 Indemnification. TENANT FURTHER AGREES TO DEFEND AND INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE FACILITY, ARISING OUT OF THE PERFORMANCE OF ANY MAINTENANCE,REPAIR,REPLACEMENT,IMPROVEMENT OR ALTERATION BY TENANT OR TENANT'S CONTRACTOR ON THE FACILITY. 12.7 Liens and Encumbrances. Tenant covenants and agrees that, except for this Lease, it will not create or suffer to be created any lien, encumbrance, or charge (collectively, "Liens"), upon the Facility, or any part thereof, and that it will promptly satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, and in any event within thirty (30) days after the same shall occur, all claims and demands against Tenant or because of work contracted for or requested by Tenant for labor, materials, supplies or other items which, if not satisfied, might by law become a Lien upon the Facility, or any part thereof, provided that Liens for labor and materials arising by operation of statutory law shall not be within the purview of this paragraph if, when such Liens shall be perfected, Tenant shall cause them to be promptly discharged, or if Tenant is diligently contesting the validity of such Lien, Tenant may utilize the provisions of the next succeeding sentences. If any such Lien shall be filed or asserted against Tenant or the Facility by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant, on the Facility, at the request or with the permission of Tenant or of anyone claiming under it, Tenant shall, promptly, but within thirty (30) days after it receives notice of the imposition of the filing thereof or the assertion thereof against the Facility, cause the same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest, payment, deposit, bond, order of court or otherwise. If Tenant breaches its obligations under this Section 12.7,then, following ten (10) business days' prior written notice to Tenant, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause such lien to be released by such means as Landlord deems proper, including payment of the claim giving rise to such Lien. Any amount expended by Landlord in the performance of Tenant's obligations shall be paid by Tenant to Landlord promptly upon written demand therefore accompanied by appropriate documentation of such expenditures. 12.8 S_i ns. Tenant may, at its sole cost and expense, install one (1) exterior, building- affixed sign, subject to prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed, and all legal requirements applicable to signage. Tenant shall not install or place any additional exterior signage on the Facility or at the entrance thereto without the prior written consent of Landlord. To the extent the approval of parties other than Landlord is required for any signage that is approved by Landlord, Landlord agrees to reasonably cooperate with Tenant to assist Tenant in securing the approval of such other party. Tenant shall keep its signs in good repair and operating condition. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 27 of 57 18532013v.13 ARTICLE XIII INSURANCE 13.1 Tenant Insurance. During the Term, Tenant, at its expense, shall procure and maintain in connection with its lease and use of the Facility, the following insurance coverages and in accordance with all other applicable terms and conditions of this Article XIII: (a) Aviation liability insurance covering, without limitation, aircraft products, airport premises liability, and covering bodily injury and property damage (with limits of One Million Dollars [$1,000,000.00] per occurrence), all such coverages to be on an `occurrence" basis with aggregate limits of no less than Two Million Dollars ($2,000,000.00) per consecutive twelve (12) month period; provided that such limits may be reduced to then existing and commercially reasonable industry standards and customary levels for operation of a facility such as the Facility 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 a "claims made" basis with limits of no less than Two Million Dollars ($2,000,000.00)per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, (c) Pollution legal liability (PLL) insurance covering environmental risks associated with Tenant's operations and lease, use and occupancy of the Facility, with limits of Three Million Dollars ($3,000,000.00)per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate, (d) All Risks Property insurance with respect to Tenant's interest in the Facility and all personal property of Tenant located at or within the Facility, with coverages in such amounts and against such risks as are customarily insured against, including, without limitation, business interruption coverage with respect to Tenant's operations at the Facility, 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 Two Million Dollars ($2,000,000.00) combined single limit. 13.2 Workers Compensation and Employer's Liability Insurance: Tenant represents that Workers Compensation and Employer's Liability insurance coverages are maintained by Tenant for all personnel working at the Facility with a limit of One Million Dollars ($1,000,000.00) for each accident for bodily injury by accident or One Million Dollars ($1,000,000.00) for each employee for bodily injury by disease. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Tenant will provide to Landlord a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms described in this Section. The parties agree that the coverages and limits provided in Sections 13.1 and 13.2 may be adjusted by Tenant upon no less than thirty (30) days' prior written notice to Landlord to such coverages and amounts as may be approved by Landlord, such approval to not be unreasonably withheld. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 28 of 57 18532013v.13 13.3 Tenant Insurance Policy Conditions. Each insurance policy required by Section 13.1 (i) shall be issued by an insurer(or insurers) possessing an A-VII A.M. Best Rating or better and of recognized standing and authorized to issue such policy of insurance in the State of Texas; (ii) shall provide for a waiver of subrogation by each such insurer with respect to any claims against Landlord solely to the extent of the amount of any payment of a loss by such insurer pursuant to the applicable insurance coverages; and (iii) shall be endorsed to prohibit cancellation or substantial reduction of coverage by the insurer without at least thirty (30) days' prior written notice to Landlord. The liability policies and coverages set forth in clauses (a) through (c) and (e) of Section 13.1 shall each contain an endorsement naming Landlord as an additional insured as its interests may appear. Tenant shall be named loss payee as its interests may appear with respect to the insurance coverages maintained by Tenant pursuant to cause (d) of Section 13.1. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Tenant will provide to Landlord a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms required by Section 13.1. 13.4 Landlord Insurance. At all times during the Term Landlord, at Landlord's sole cost and expense, shall maintain commercially reasonable casualty and liability insurance on the Facility and all other portions of the Base. Without limiting the generality of the foregoing, Landlord shall maintain full replacement value casualty insurance on the Facility. 13.5 MUTUAL RELEASE. LANDLORD AND TENANT RELEASE EACH OTHER FROM ALL CLAIMS FOR LOSSES OF OR TO(1) THE FUEL FARM, THE IWTF, AND THE CENTRAL UTILITY PLANT, (II) TENANT'S PERSONAL PROPERTY, EQUIPMENT AND FIXTURES, AND (III) TENANT'S OR LANDLORD'S BUSINESS OR REVENUES, PROVIDED THE LOSSES ARE COVERED BY THE RELEASING PARTY'S INSURANCE TO THE EXTENT OF THE LIMITS AS SPECIFIED IN SECTION 13.1 AND SECTION 13.2 ABOVE THE PARTY INCURRING THE LOSS IS RESPONSIBLE FOR ANY DEDUCTIBLE OR SELF- INSURED RETENTION UNDER ITS INSURANCE. THE PARTIES WILL NOTIFY THE ISSUING INSURANCE COMPANIES OF THIS LEASE AND HAVE THE APPLICABLE POLICIES ENDORSED, IF NECESSARY, TO PREVENT INVALIDATION OF COVERAGE BY REASON OF THIS PROVISION. ARTICLE XIV CASUALTY AND CONDEMNATION 14.1 Total Destruction. This Lease shall automatically terminate if the Facility is totally destroyed. 14.2 Partial Destruction of Facility. (a) If the Facility is damaged by any casualty and, in Landlord's reasonable opinion, the Facility (exclusive of any Improvements made to the Facility by Tenant) can be restored to its preexisting condition within one hundred eighty (180) days after the date of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord of such damage, except as provided in Section 14.4, promptly and with due diligence repair the damage to the Facility as provided in Section 14.4. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 29 of 57 18532013v.13 (b) If such repairs cannot, in the reasonable opinion of a construction professional chosen by Landlord and reasonably acceptable to Tenant, be made within said one hundred eighty (180) day period, then Tenant may, at its option, exercisable by written notice given to Landlord within thirty (30) days after the date of the damage or destruction, elect to terminate this Lease as of the date of the damage or destruction. In the event Tenant does not elect to terminate this Lease as provided herein, Landlord shall, at Landlord's expense, repair and restore the Facility as provided in Section 14.3, and, in such event this Lease shall remain in full force and effect but the Rent shall be abated as provided in Section 14.3. 14.3 Repair and Restoration Obligation/ Rent Abatement. Landlord's restoration and repair obligation contained herein shall consist of repairing or restoring the Facility, including all Improvements contained within the Facility that were subsequently constructed with Landlord's consent pursuant to this Lease; provided however such restoration and repair obligation shall be limited to the amount of insurance proceeds received by Landlord from the property insurance policy required to be maintained by Tenant pursuant to Section 13.1. Landlord shall not be obligated to repair or restore any Improvements performed without Landlord's consent, and Landlord shall not be obligated to repair or restore Tenant's personal property or trade fixtures or the test cell. Until such repairs or restoration are completed, the Rent shall be abated from the date of damage or destruction in the same proportion that the rentable area of the portion of the Facility which is unusable by Tenant in the conduct of its business bears to the total rentable area of the Facility. 14.4 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Article XIV, Landlord shall have no obligation to repair the Facility if either: (a) the Facility is so damaged as to require repairs to the Facility exceeding fifty percent (50%) of the full insurable value of the Facility; or (b) the damage is caused in whole or in part by the gross negligence or intentional tort of Tenant or any person in or about the Base with Tenant's express or implied consent; or (c) the damage or destruction occurs less than two (2) years prior to the expiration date of the then-current term, exclusive of additional option periods. In the event Landlord does not elect to repair the Facility, this Lease shall terminate upon notice to Tenant of Landlord's election not to repair or restore the Facility. 14.5 Property Insurance Deductible. In the event a claim is made by Tenant, Landlord, or an additional insured under the property insurance policy required to be maintained by Tenant pursuant to Section 13.1, the party making the claim shall be responsible for the amount of the deductible for such policy, except to the extent that such insured claim arises from or is a result of another party's gross negligence or willful misconduct. 14.6 Tenant's Termination Right. Notwithstanding anything in this Article XIV to the contrary, in the event of a total loss of the Facility or damage to the Facility that has a material adverse effect on Tenant's operation at the Facility (as determined by Tenant) or would require more than six (6) months to repair or rebuild, Tenant may terminate this Lease or the affected portion thereof by giving written notice thereof("Tenant's Notice") to Landlord within sixty(60) days after the date of such total loss or damage, in which event this Lease shall be considered terminated in its entirety(or with respect to the affected portion, as applicable) effective as of the date of such damage and destruction (the"Casualty"). Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 30 of 57 18532013v.13 14.7 Termination of the Lease or a Portion Thereof. Upon any termination of this Lease or portion thereof in accordance with this Article XIV, Landlord shall provide Tenant reasonable access to the Facility or terminated portion thereof for a period of not more than ninety (90) days following the Tenant's Notice, for Tenant to remove all personal property of Tenant and its vendors and customers. If this Lease is terminated as to less than all of the Facility, the Base Rent, Additional Rent, and all other applicable charges due and payable by Tenant hereunder will be equitably adjusted. If this Lease is not terminated pursuant to this Article XIV, the Base Rent, Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably reduced and abated during any period of time in which the Facility (or any portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant, but only to the extent the Facility(or such portion thereof) is unfit for the conduct of such operations. 14.8 Condemnation. If the Facility or any portion thereof is taken by eminent domain, the total amount of any condemnation awards paid or payable to Landlord or Tenant shall be apportioned between Landlord and Tenant according to this Section 14.8. Tenant shall receive that part of any condemnation awards or compensation that is attributable to the fair market value of any improvements that were constructed or replaced by Tenant using its own funds and any personal property or movable trade fixtures that were installed by Tenant using solely its own funds. Notwithstanding the foregoing, Tenant may bring a separate claim in Tenant's name to recover damages for the fair market value of any improvements that were constructed by Tenant and any personal property or movable trade fixtures that were installed by Tenant using its own funds. If Tenant determines, in its reasonable discretion, that such part of the Facility has been taken so as to materially interfere with Tenant's use and occupancy thereof, then Tenant may terminate this Lease by delivering written notice of such election to Landlord within ninety (90) days after such taking. If this Lease is not terminated pursuant to the terms of this Section 14.8, then this Lease shall terminate only to the part of the Facility so taken as of the date of the taking, and the Base Rent, the Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably adjusted. 14.9 Casualty or Condemnation Other than the Facility. If all or any portion of the IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Base necessary for Tenant's operations at the Facility that is owned by Landlord or leased by Landlord are damaged, destroyed or taken by eminent domain, Landlord shall, upon request of Tenant, apply any available insurance proceeds or condemnation awards towards, and commence with due diligence to complete, the repair or replacement of the applicable facility; provided, however, in the event (i) the available insurance or condemnation proceeds are insufficient to rebuild or repair the applicable facility and Tenant is not willing to pay the difference in such cost of rebuild or repair, or (ii) there is a total loss or material damage to any such facility that has a material adverse effect on Tenant's operations at the Facility (as determined by Tenant) and would require more than one hundred eighty (180) days to repair or rebuild, either party may terminate this Lease by giving written notice thereof to the other party within sixty (60) days after the date of such total loss or material damage, in which event this Lease shall be considered terminated effective as of the date of such damage and destruction. Upon any such termination, Landlord shall provide to Tenant reasonable access to the Facility for a period of not more than ninety (90) days following such termination notice for Tenant to remove all personal property of Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 31 of 57 18532013v.13 Tenant and its vendors and customers. If this Lease is not terminated as provided by this Section 14.9, the Base Rent, Additional Rent and all other charges due hereunder shall be equitably abated and adjusted from the date of such damage, destruction or taking, but only for such time and to the extent the Facility (or such portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant, but only to the extent the Facility(or such portion thereof) is unfit for the conduct of such operations. ARTICLE XV INDEMNIFICATION RELATED TO SERVICES 15.1 Tenant's Indemnification. TENANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COSTS, FINES, PENALTIES, REMEDIATION EXPENSES, AND DAMAGES ARISING OUT OF OR RESULTING FROM THE FOLLOWING: (a) ANY LIABILITY OR DAMAGE FOR WHICH TENANT HAS EXPRESSLY AGREED TO BE RESPONSIBLE AND LIABLE FOR UNDER THIS LEASE; (b) ANY CONTAMINATION TO JET FUEL THAT OCCURS AFTER THE JET FUEL ENTERS THE TENANT STORAGE; OR (c) TENANT'S CAUSING OR PERMITTING THE PLACEMENT, DISCHARGE OR DISPOSAL OF ANY INDUSTRIAL OR HAZARDOUS WASTE INTO (A) THE SANITARY WASTEWATER SYSTEM OR (B) THE IWTF (VIA THE LIFT STATION), WHICH INDUSTRIAL OR HAZARDOUS WASTE CONTAINS SUCH CONSTITUENTS OR CHARACTERISTICS AS WOULD (X) CAUSE A VIOLATION OF LANDLORD'S INDUSTRIAL AND SANITARY WASTEWATER DISCHARGE PERMITS, AS APPLICABLE, (Y) CAUSE A PASS THROUGH OR INTERFERENCE AT THE CITY OF FORT WORTH'S PUBLICLY OWNED TREATMENT WORKS OR AT THE IWTF, AS APPLICABLE, OR (Z) CAUSE A VIOLATION OF THE WASTEWATER STANDARDS RESULTING IN ADDITIONAL COSTS TO TREAT THE INDUSTRIAL OR HAZARDOUS WASTE OR RESULTING IN ANY DAMAGE AND REMEDIATION COSTS IN RESPECT OF THE EQUIPMENT AND FILTERS AT THE IWTF; IN EACH CASE, SOLELY TO THE EXTENT NOT ARISING FROM THE WILLFUL ACTS OR NEGLIGENCE OF LANDLORD, MANAGEMENT COMPANY, OR FUEL SERVICES COMPANY OR THEIR RESPECTIVE AGENTS, EMPLOYEES, CONTRACTORS,INVITEES AND LICENSEES. 15.2 Survival. This Article XV shall survive any termination of this Lease. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 32 of 57 18532013v.13 ARTICLE XVI GENERAL INDEMNITY 16.1 Tenant's Covenant. TENANT HEREBY AGREES TO DEFEND, INDEMNIFY AND SAVE HARMLESS LANDLORD AND LANDLORD'S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITY, COST AND EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT OF OR RESULTING FROM (a) THE POSSESSION, USE OR OCCUPANCY OF THE FACILITY BY TENANT, OR ITS EMPLOYEES,AGENTS,SUBTENANTS,OR CONTACTORS; (b) ANY MATERIAL BREACH BY TENANT OF THE TERMS OF THIS LEASE, PROVIDED THAT LANDLORD HAS USED REASONABLE EFFORTS TO MITIGATE THE DAMAGES OF SUCH BREACH; OR (c) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR UNLAWFUL ACT OF TENANT OR TENANT'S AGENTS, EMPLOYEES, LICENSEES,SUBTENANTS,CONTRACTORS,OR INVITEES; EXCLUDING IN EACH CASE, HOWEVER, SUCH CLAIMS ARISING OUT OF THE NEGLIGENT ACTS, OMISSIONS, UNLAWFUL ACT, OR WILLFUL MISCONDUCT OF LANDLORD, LANDLORD'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES,MANAGEMENT COMPANY OR MANAGEMENT COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, FUEL SERVICES COMPANY OR FUEL SERVICES COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES. THE PROVISIONS OF THIS SECTION 16.1 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. 16.2 Landlord's Covenant. Landlord hereby agrees to release Tenant and Tenant's officers, directors, partners, employees, and agents from and against any and all Claims arising out of or resulting from: (a) the possession, use or occupancy of the Base or any portion thereof by Landlord, the Management Company, Fuel Services Company, any other current or former tenant or occupant of all or any portion of the Base, and their respective employees, agents, tenants, licensees, invitees or contactors; (b) any material breach by Landlord of the terms of this Lease; and (c) any negligent act, omission, willful misconduct, or unlawful act of Landlord or Landlord's agents, employees, licensees, subtenants, contractors, or invitees occurring at the Base or any portion thereof. ARTICLE XVII EVENTS OF DEFAULT; REMEDIES Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 33 of 57 18532013v.13 17.1 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 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; (iii) Tenant abandons the Facility (except for a Permitted Absence) and fails to reoccupy the Facility within thirty (30) days following Tenant's receipt of written notice thereof from Landlord. Notwithstanding the foregoing, Tenant may abandon or vacate the Facility 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 Facility by Tenant resulting from an event of force majeure,casualty damage, or condemnation. 17.2 Remedies. Upon the occurrence of an Event of Default, Landlord may: (i) terminate this Lease; (ii) terminate Tenant's right of possession of the Facility, without terminating this Lease, and relet the Facility on behalf of Tenant; (iii) enter and take possession of the Facility; (iv) remove and store all Tenant's furniture, fixtures, equipment, and personal property in the Facility; (v) enter the Facility 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 Facility without terminating this Lease, elect to terminate this Lease and pursue any and all other rights and remedies otherwise available upon such latter election. All of the rights and remedies of Landlord set forth in this Lease or available under Applicable Law are cumulative. 17.3 Measure of Damages. (a) Performance of Tenant's Obligations. If Landlord cures Tenant's Default, then Tenant will immediately pay Landlord (i) all reasonable expenses incurred by Landlord in enforcing this Lease, including all legal costs (including attorneys' fees), (ii) all reasonable expenses incurred by Landlord in curing Tenant's Default, and (iii) all other damages incurred by Landlord due to the Event of Default, subject to Landlord's duty to mitigate any and all such damages. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 34 of 57 18532013v.13 (b) Surrender; Outstanding Obligations. If Landlord terminates Tenant's right to possess the Facility but not this Lease, then Tenant will immediately vacate and surrender the Facility and pay Landlord (i) the reasonable cost of recovering the Facility and removing and storing Tenant's furniture, fixtures, equipment, and personal property or other property and (ii) the amounts referenced in clauses (i) through (iii) of Section 17.3(a). All Base Rent or any other fee or charge due and payable as required hereunder will continue to accrue after Landlord terminates Tenant's right of possession to be payable in accordance with the provisions in Section 17.3(c). (c) Damages for Remainder of the Term. If Landlord terminates Tenant's right to possess the Facility but not this Lease, then Tenant will pay to Landlord upon demand in addition to the amounts set forth in Section 17.3(b), the present value of the amount (never less than zero)by which (i) the total Base Rent or any other fee or charge due and payable as required hereunder payable by Tenant for the portion of the Term remaining after the month in which the termination becomes effective exceeds (ii) the fair rental value of the Facility for the same period. In calculating present value, each payment of Base Rent and fair rental value will be discounted at four percent (4%) from its respective due date to the date of termination. For purposes of this Section only, the fair rental value is the total rental (including Tenant's all amounts payable under this Lease) that would be received from a Tenant of comparable creditworthiness for space of equivalent quality, size, condition, remaining lease term, and location as the Facility, taking into account rental rates and concessions then generally prevailing in the market place, the period of time the Facility is reasonably expected to remain vacant before commencement of rental payments by a suitable new Tenant, and all other relevant factors. 17.4 Mitigation of Damages. Upon termination of Tenant's right to possess the Facility, to the extent required by applicable law, Landlord will use reasonable efforts to mitigate damages by reletting the Facility. Landlord will be deemed to be acting reasonably if Landlord refuses to lease the Facility to a prospective new Tenant who (i) is an Affiliate of Tenant, (ii) requires additional leasehold improvements to be made at Landlord's expense, or(iii) desires (A) to lease for a shorter or longer term than remains under this Lease, (B) to reconfigure or combine the Facility with other space, (C) to take only a part of the Facility, or (D) to change the permitted use. 17.5 Default by Landlord. Landlord will in no event be charged with a default in the performance of any obligations under this Lease unless and until Landlord has failed to perform such obligations for a period of thirty (30) days, except in cases of emergency, to cure any such default after written notice by Tenant is received by Landlord properly specifying Landlord's failure to perform any such obligations; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion (but not to exceed an additional sixty (60) days). If Landlord fails to perform Landlord's obligations within such timeframe after receipt of written notice of such default, except in cases of emergency, Tenant may at its option (but shall not be required to) perform such obligations on Landlord's behalf, and the actual and reasonable costs thereof shall be due and payable by Landlord within thirty (30) days after written notice to Landlord. Notwithstanding anything in this Lease to the contrary, in the event Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 35 of 57 18532013v.13 Tenant has not received such payment within such thirty(30) day period, then Tenant may offset said amounts against Base Rent subject to the Offset Limit (as such term is defined herein). The maximum amount that Tenant may deduct in any one month (the"Offset Limit") shall be limited to the greater of (i) twenty-five percent (25%) of the then monthly base rent or (ii) the amount necessary to fully amortize in equal monthly amounts the amount due (including interest of 8% per annum) over the remainder of the Term (including any shortened Term if this Lease is terminated prior to its current expiration date, and assuming no extensions of the Term beyond its current expiration date). ARTICLE XVIII MISCELLANEOUS 18.1 Assignment and Subleasing. (a) By Tenant. Except as expressly permitted below, Tenant shall not, without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed, including any necessary City Council approval, assign, sublet, transfer, mortgage or hypothecate this Lease or the right to use and occupy the Facility, and any attempt to do any of the foregoing without Landlord's consent shall be void. Consent to one assignment or subletting shall not be deemed to be consent to any subsequent assignment or subletting. Upon any sublease or assignment, including under Section 18.1(b) or Section 18.1_(c), Tenant shall (i) remain liable for the payment of all rent and fees, and the performance of all obligations under the Lease and (ii) promptly pay to Landlord all rent proceeds over and above the Basic Rent then in effect, which is derived by Tenant from a third party sublease. Sublease rights are personal to Tenant named herein and not to any assignee or subtenant, and are not appurtenant to the Facility or this Lease. (b) Tenant's Permitted Assignee. Notwithstanding the provisions of Section 18.1(a) above, Landlord acknowledges that Tenant may, without obtaining the prior written consent of Landlord, assign the Lease to an Affiliate of Tenant. Tenant will promptly notify Landlord of any such assignment and will provide Landlord with a copy of any executed subleases or assignments. (c) Sublease. Tenant may sublease any portion of its rights under this Lease to any party that Tenant may elect upon the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. (d) By Landlord. Landlord may, without Tenant's consent, sell, assign or otherwise transfer or convey all of Landlord's interest in and to this Lease, the Base, the Facility, the Central Utility Plant, the Fuel Farm and the IWTF, and Tenant agrees to attorn to the new owner as "Landlord" for all purposes hereunder so long as Landlord provides Tenant no less than thirty (30) days' prior written notice of the effective date of any such proposed sale, assignment, transfer or conveyance and such assignee (i) has or will have all the permits, certificates, licenses, and authorizations that are necessary and advisable for such transferee to fulfill the obligations of "Landlord" under this Lease (or has contracted with a Management Company or Fuel Services Company to fulfill such obligations and that has all such permits, licenses and authorizations) and (ii) enters into a written agreement (a copy of which is to be provided to Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 36 of 57 18532013v.13 Tenant) pursuant to which such transferee acquires all rights and assumes all obligations of Landlord under this Lease and any other agreement or document necessary to provide to Tenant the benefits and rights afforded to Tenant under this Lease, as if such transferee were named Landlord herein. 18.2 Interest Chargees. Should either party fail to pay any amount due to Landlord under this Lease when due, interest will accrue from the date on which such sum is due and such interest will be paid at the time of payment of the delinquent sum. Whenever reference is made in this Lease to the accrual of interest on sums due or whenever any amount owed is not paid when due, such sum will bear interest at a rate of ten percent (10%) per annum.Attomas' Fees. If either party brings an action in litigation related to this Lease, the prevailing party shall be entitled to recover from the non-prevailing party the reasonable attorneys' fees and litigation costs incurred by such prevailing party in connection with such litigation. 18.4 Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by law, the parties hereby waive any provision of law which may render any provision hereof void or unenforceable in any respect. 18.5 Entire Agreement, Amendments. This Lease constitutes the complete agreement of the parties with respect to the subject matter contained herein and supersedes all previous agreements, representations and understandings concerning the same. The provisions of this Lease may be modified, amended or waived only by a written instrument, executed by Landlord and Tenant. 18.6 Notices. Unless otherwise expressly set forth in this Lease, all notices, reports, invoices and other communications required hereunder to be given to or made upon any party shall be in writing, shall be addressed as provided below and shall be considered as properly given and received; (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is obtained); (ii) one(1)business day after dispatch, if dispatched by a recognized express delivery service which provides signed acknowledgments of receipt; or (iii) three (3) business days after deposit in the U. S. mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. For the purposes of notice, the addresses of the parties shall be as set forth below; provided, however, that either party shall have the right to change its address for notice to any other location by giving at least three (3) business days prior written notice to the other party in the manner set forth above. If to Landlord: City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attention: Director of Property Management Department With a copy to: Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 37 of 57 18532013v.13 City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 If to Tenant: Rolls-Royce North America Inc. Attn: Group Property 450 S. Meridian Street, S7-07 Indianapolis, IN 46225 with a copy to: Rolls-Royce North America Inc. Attn: Legal Counsel 450 S. Meridian Street, S 1 Indianapolis, IN 46225 18.7 Waiver, Remedies Cumulative. Either party to this Lease may specifically waive in writing any rights, terms or conditions hereunder, or any breach hereof, but no such waiver shall constitute a waiver of any other right, term, condition or breach. By written notice, a waiving party may at any time direct future compliance with any matter previously waived, in which event, such party shall comply as directed from that time forward. No delay or omission in the exercise or enforcement of any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and not mutually exclusive. 18.8 Binding Effect. This Lease shall be binding upon the parties, their personal representatives, successors and assigns. 18.9 Governing Law. This Lease will be governed by, and construed in accordance with, the laws of the State of Texas without regard to choice of law principles. Any suit, action or proceeding with respect to this Lease may be brought exclusively in the courts of the State of Texas, County of Tarrant, or in the United States District Court for the Northern District of Texas, Fort Worth Division, as Tenant or Landlord, whichever is applicable, in its sole discretion may elect and Landlord and Tenant hereby submit to the jurisdiction of such courts for the purpose of any suit, action or proceeding. 18.10 References. All references in this Lease to particular Articles and Sections are references to Articles and Sections of this Lease, unless otherwise indicated. The headings and 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. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 38 of 57 18532013v.13 18.11 Multiple Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same instrument. 18.12 Recordation. Landlord and Tenant agree not to record this Lease, but both parties hereto agree, on request of the other, to execute a memorandum of lease in recordable form and complying with applicable laws of the State of Texas, which memorandum of lease may be recorded by the party requesting same at such party's cost. 18.13 Construction. This Lease is the product of negotiations between the parties, and shall be construed as if jointly prepared and drafted by them. No provision hereof shall be construed for or against any party due to its actual role in the preparation or drafting hereof by reason of ambiguity in language, rules of construction against the drafting party or similar doctrine. 18.14 No Third Party Beneficiaries. Except as otherwise provided herein, nothing in this Lease shall be construed as giving any person other than the parties hereto any right, remedy or claim under or in respect of this Lease or any provision hereof. 18.15 Brokerage. Each party warrants to the other that it has had no dealings with any broker, agent or consultant in connection with this Lease except Cushman & Wakefield, whose commission Landlord shall pay pursuant to a separate agreement. Tenant shall have no obligation for any commission. 18.16 Compliance with Laws Tenant must at all times conduct its operations at and use the Facility in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from time to time. Landlord must at all times perform its obligations under this Lease in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from time to time. Tenant hereby represents and warrants that prior to the Effective Date, except as stated below, 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 Facility that is generated by Tenant in the conduct of its operations at and use of the Facility, 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 Facility. Landlord hereby represents and warrants that prior to the Effective Date it shall have obtained or caused Management Company or Fuel Services Company to have obtained(i) any such permit as is necessary or required by any governmental or quasi-governmental authority in order to operate the Fuel Farm, the IWTF and the CUPS Facility, including, without limitation, permits related to air, storm water, waste, and wastewater, and (ii) any other permit or license that is required in order for Landlord to properly perform Landlord's obligations hereunder. For the avoidance of doubt, Landlord acknowledges that Tenant has NOT yet obtained the necessary Environmental Permits, and obtaining such permit(s) is a contingency under this Lease as provided in Section 22fhl above. 18.17 Governmental Powers. By execution of this Lease, neither Landlord nor any of its assignees or transferees waives or surrenders any of their governmental powers or immunities. Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 39 of 57 18532013v.13 18.18 Force Majeure. If either party is unable, either in whole or part, to fulfill its obligations under this Lease due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event.Exhibits: • Exhibit A—Jet Fuel Specification • Exhibit B-1 —Site Plan • Exhibit B-2—Tenant Pipe Segment and Fuel Meter • Exhibit C—Uplift Services • Exhibit D—Fees for Uplift Services • Exhibit E—CUP Utilities and Services • Exhibit F—CUP Utilities and Services Fees • Exhibit G—Common Area Fees The parties hereto have executed this Lease to be effective on the Effective Date. [Signature Page Follows] Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 40 of 57 18532013v.13 CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all per o-mance and reporting requirements. Name: Title: Z,/ 6�&/ 6'1 7Y U/" M� 2d7 APPROVED AS TO FORM AND LEGALITY: By: 14 Leann Guznian Senior Assistant City Attorney ATTEST: �FpRT By. M4 r a er City Secretary *r` Form 1295: 2017-203696 , Contract Authorization: M&C: L-16046&M&C L-16097 Date: 6/20/2017 & 12/12/2017 OFFICIAL RECORD CITY SECRETARY Alliance Fort Worth Maintenance Base Lease—Rolls RoyceRTF� Page 41 of 57(addition) t TX 18532103v.13 LANDLORD: TENANT: CITY OF FORT WORTH, ROLLS-ROYCE NORTH AMERICA INC., a Texas home rule municipal corporation, a Delaware corporation T By By. qlzw�Q�_ Name: e�✓,} �" ���� Name: '&Z kom Title: s <:�4 =�., tee` Title: -62, C©(W TC�L MMRT c ���als O"ICIAL RECORD CITY SECRETARY FT.WORTH, TX Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 41 of 57 18532013v.13 EXHIBIT A JET FUEL SPECIFICATIONS AND FUEL FARM REQUIREMENTS Operating Standards. Beginning on the Effective Date and continuing through the Term, the Jet Fuel necessary to conduct Tenant's operations at the Facility 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 specificafion' may be revised and amended from time to time upon prior.written approval from Tenant and Landlord. Security. Landlord shall take such measures as are reasonably required in order to secure the Fuel Farm and to prevent tampering with the portions of the Fuel Farm and the associated fuel piping that are outside of the Facility, including, without limitation, a control system, storage and distribution facilities, buildings, and equipment, provided, however, Landlord shall not be required to provide guards. System Inspections. In accordance with ATA Specification 103 and applicable federal, state, and local Laws, Landlord shall maintain detailed records of inspections of the Fuel Farm (including the Tenant Pipe Segment) that demonstrate there are no material leaks in the pipelines that are a part of the Fuel Farm, that the Fuel Farm is cathodically protected, and that the Jet Fuel is not present in material quantities in the vaults containing vents, drains, valves, or any other subsurface features of the Fuel Farm. On a scheduled basis or otherwise upon ten (10) days' prior written notice, Landlord (or its designated Fuel Services Company) may inspect or cause to be inspected the equipment of Tenant, and shall conduct such other inspections of each of Landlord's tenants using the Fuel Farm as required by ATA Specification 103; to ensure that: (i) such equipment is compatible with the safe and efficient operation of the Fuel Farm; and (ii) metering devices on such equipment are accurate and compatible with such devices used by Landlord and Tenant. 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. Samplin . Landlord shall conduct and record results of fuel receipt inspections in accordance with ATA Specification 103, Section 1-3 (or equivalent). Landlord shall receive a certification document from the Jet Fuel supplier or shipping agent which certifies that the Exhibit A Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 42 of 57 18532013v.13 product to be delivered meets ASTM D1655 specification requirements with at least the following select property values listed as measured by specified ASTM test methods: (a) Visual Appearance in White bucket (b) Gravity,corrected to 60° F(15° C) (c) Distillation (i) 10% Recovered (ii) 50% Recovered (iii) 90% Recovered (iv) Final Boiling Point (v) Residue (vi) Loss (d) Flash Point (e) Freezing Point (f) Water Separation (MSEP) (g) Copper Strip Corrosion (h) Existent Gum Accompanying documents shall also include all delivery information including, but not limited to, the destination, the batch number, the fuel grade or type, and the quantity to be shipped. Landlord must not receive Jet Fuel into the fuel tank in the Fuel Farm without the appropriate certification document. Landlord shall conduct the following tests on fuel samples received from each highway transport truck tank compartment and record the results: (a) Visual Appearance in White Bucket (b) API Gravity, corrected to 60° F(15° C) Vehicles with a common manifold will be considered as a single compartment for sampling purposes. A composite sample of up to three(3)compartments is acceptable for the API Gravity check only. Exhibit A Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 43 of 57 18532013v.13 Contamination of Jet Fuel. Landlord shall protect the Jet Fuel from the introduction of any substances which change the quality of the Jet Fuel after delivery thereof to the Fuel Farm and take all other reasonable steps to preserve the quality of the Jet Fuel in Landlord's possession in the Fuel Farm. Records. Landlord shall maintain on a current basis complete and accurate books and records and make reports available to Tenant, at reasonable times upon reasonable notice and request, in such form and detail as may be agreed between the parties of the withdrawals and gains and losses of Jet Fuel from the Fuel Farm. Inventory Reconciliations. Landlord (or Fuel Services Company on its behalf) shall keep current, complete and accurate inventory records of the Jet Fuel in the Fuel Farm as follows: (a) Receipts into inventory and disbursements from inventory shall be recorded in net and/or gross gallons as agreed by the parties from time to time. At approximately the same time each day, Landlord shall take inventory measurements of each fuel tank and, for each measurement so taken, Landlord shall record the volume and the time of day such measurement was made. Each disbursement of Jet Fuel shall be recorded on individual fueling tickets unless an alternate arrangement is agreed upon in writing by Landlord and Tenant. (b) Using the above daily measurements, Landlord shall reconcile monthly the physical inventory to the calculated inventory and, at reasonable times upon reasonable notice and request, present such reconciliation to the Tenant and, as applicable, Landlord's other tenants using the Fuel Farm. Such reconciliation shall explain to Tenant's commercially reasonable satisfaction the receipt and distribution of all Jet Fuel, including all operating gains or losses of inventory. (c) Landlord shall be responsible for all losses of Jet Fuel that result from Landlord's negligence or willful misconduct. Landlord shall be responsible for all loss or disappearances of Jet Fuel in excess of the level of losses allowed in ATA 103 that cannot be reconciled as required by this subparagraph, or adequately explained as a normal operating loss reasonably beyond Landlord's control; provided that, if on the Effective Date, the actual level of Jet Fuel loss is in excess of the level of losses allowed by ATA 103, then Landlord shall have six (6) months to bring the Fuel Farm operations into compliance with ATA 103. Within thirty (30) days following each yearly anniversary of the Effective Date, Landlord shall replace all losses or disappearances of Jet Fuel in excess of what is allowed in ATA 103 and not reconciled or adequately explained as provided for above, such replacement or payment to be allocated to Tenant and Landlord's other tenants using the Fuel Farm during such previous year, based upon the percentage ownership of the Jet Fuel in the Fuel Farm during the period. All gains and losses for which Landlord is not responsible shall be determined monthly and shared proportionately by Tenant and Landlord's other tenants using the Fuel Farm based upon total monthly volume withdrawn from the Fuel Farm for the month in question. (d) Notwithstanding anything herein to the contrary; any liability of Landlord for Jet Fuel lost, contaminated or otherwise damaged or destroyed while in Exhibit A Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 44 of 57 18532013x.13 Landlord's custody or control shall be limited to the replacement value of such Jet Fuel, the cost of removing and replacing such Jet Fuel, any costs of environmental remediation and fines or charges related to removing and replacing such Jet Fuel, and all costs associated with tank cleaning and filter replacements required due to contamination of such Jet Fuel. (e) Landlord (or Fuel Services Company on its behalf) will maintain a perpetual inventory of Tenant owned Jet Fuel and all other Jet Fuel inventory (by owner and withdrawal) in the Fuel Farm and will reconcile such inventory on no less than a monthly basis and make such inventory records and information available to Tenant upon reasonable notice. Exhibit A Alliance Fort Worth Maintenance Base Lease—Rolls-Royle Page 45 of 57 18532013v.13 EXHIBIT B-1 SITE PLAN EXHIBIT B-1 w A. w a ` 4 o f 7 . • • ki w + C I r {r u 1OdAr {V Total Square Feet: ±443,945 Exhibit B-1 Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 46 of 57 18532013v.13 EXHIBIT B-2 TENANT PIPE SEGMENT AND FUEL METER Roils RWce Segment And Fuel Meter Quality Assurance and Maintenance Stop Point-Rolls Fuel Line Into the UST Description of Inbound Pipeline at Rolls Royce UST from the fuel farm hydrant line. Direction of Feel Flow 2 Inbound hydrant Eine to the Roils Royce tank y 3 landlord/Fuel Services Company Single Pom%.Sump& Millipore te, t location& Q"iity Assurance cutuf4i pain: t • Melrrtemnce obligation of LmWlord/Fuel Services0. t Cornpa"ends at and inclusive of Meter(1). • White 0udwt test will be pre(ormrd on the " Inbound fuel fine on a daily(arils to ensure ATA 103 quality asurance standards are mct. Records will be maintained by AAS 1010pom testing w411 be performed as required 6y ATA 103.Records will be maintained by AAS Exhibit B-2 Alliance Fart Worth Maintenance Base Lease—Rolls-Royce Page 47 of 57 18532013v.13 EXHIBIT C UPLIFT SERVICES The IWTF collects and processes wastewater, generates Reverse Osmosis (RO) water and distributes treated water to the Base, including the Facility. During the Term, the Lift Station shall be available to receive the flow of Industrial Wastewater from Tenant's operations that are transported through it to the IWTF on a continuous basis 24 hours per day, 7 days per week, 365 days per year. Generally, Landlord will be responsible for the maintenance, operation, and compliance of the IWTF in a reasonable manner. More specifically, Landlord will be responsible for collecting the uplift (wastewater) meter readings for the Base, including the Facility, the Central Utility Plant, and shall perform all of the following during the Term: (i) operate, maintain, insure and keep in good repair and operating condition the IWTF (including all pipes connecting the IWTF to the Lift Station), (ii) operate and maintain the IWTF in accordance with all applicable Landlord-held permits, certificates, licenses and all applicable laves and regulations and operate and maintain the IWTF Station in accordance with reasonable industry standards, (iii) apply for and obtain and keep in full force and effect, and comply with all terms of, all permits, certifications, and licenses necessary or advisable to lawfully operate and maintain the IWTF and to perform the Uplift Services in compliance with applicable laws and regulations and reasonable industry standards, and (iv) employ and maintain properly licensed and qualified operators to operate the IWTF and to perform the Uplift Services. Landlord shall have the right, but not the obligation, to sample the Industrial Wastewater transported through the Lift Station using the internal testing equipment in existence and in place at the IWTF as of the Effective Date, and if Landlord completes such sampling, Landlord must deliver to Tenant the testing results within three (3) business days after receiving such testing results. Tenant shall have the right, but not the obligation, to sample the Industrial Wastewater transported through the Lift Station at commercially reasonable intervals to confirm the Industrial Wastewater is within the acceptable limits regarding substances and concentrations as determined by commercially reasonable industry standards (the"Wastewater Standards"). Exhibit C Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 48 of 57 18532013v.13 EXHIBIT D FEES FOR UPLIFT SERVICES The Uplift Fees shall be calculated using the following formula: (Tenant Uplift Services Usage 1 Total Uplift Services Usage) * (Total IWTF Costs) Where the capitalized terms not otherwise defined in this Lease shall have the following meanings: "Tenant Uplift Services Usage" means the gallons of Industrial Wastewater transported through the Lift Station to the IWTF on behalf of Tenant in the applicable monthly billing period(as determined by the applicable sub-meter). "Total Uplift Services Usage" means the total number of gallons of Industrial Wastewater transported to the IWTF, whether on behalf of Tenant, the Adjoining Tenants, or otherwise, in the applicable monthly billing period. "Total IWTF Costs" shall mean Landlord's reasonable out-of-pocket operating costs of providing the Uplift Services in the applicable monthly billing period and shall include the salaries of Landlord's (or Management Company, as applicable) employees (or portion thereof) solely to the extent directly attributable to the operation of the IWTF, administrative overhead directly attributable to the operation of the IWTF, costs of input (e.g., natural gas, electricity and water) required to operate the IWTF, costs of materials and maintenance costs of the IWTF, licensing costs to the extent attributable to the IWTF, and other costs incurred in the normal course of operating the IWTF. The Total IWTF Costs shall not include capital costs or other costs that are reimbursed by insurance or other third-party sources and shall be adjusted by any reimbursements, discounts, rebates, credits, and refunds received by Landlord. Exhibit D Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 49 of 57 18532013v.13 EXHIBIT E CUP UTILITIES AND SERVICES CUP Utilities Steam: Landlord must maintain minimum steam pressure of 150 PSI (or such other minimum pressure as the parties may hereafter agree from time to time) and a baseline minimum capacity of 20,000 pounds/hour. Compressed Air: Landlord must maintain the compressed air system at a minimum of 100 PSI(or such other minimum pressure as the parties may hereafter agree from time to time) at 1000 CMF/minimum average capacity. The optimal air pressure is between 103 and 105 PSI; provided, however, it shall never exceed 125 PSI. Chilled Water: Landlord must maintain enough delivered capacity to maintain a baseline of 2,600 gallons per minute of water with a temperature of 43-45 degrees Fahrenheit, which baseline has been a successful strategy employed in the past to permit an optimal air temperature for the buildings located on the Facility 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 Facility 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 turbine engine overhaul 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 panels, including that to which Tenant's subpanel connects. HVAC Control for the Facility: Landlord shall continuously monitor and adjust from the CUP as necessary the indoor air temperatures within the Facility so as to assist the Tenant in achieving the agreed target temperatures in all of the buildings located on the Facility. 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. Emergency Response System Tenant shall at all times (i.e., 24 hours per day, 7 days per week, 365 days per year) maintain an emergency response system (the "Emergency Response System") for the water Exhibit F Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 50 of 57 18532013v.13 levels in the Chemical Tanks that permits Tenant or Landlord to shut off any system operating in connection with the Chemical Tanks within fifteen (15) minutes of an emergency shutoff event. Tenant shall establish and update the emergency response standards, which shall include a designation of the water level that constitutes an emergency shutoff event, and Tenant shall provide a copy of such emergency response standards to Landlord. Tenant remains responsible for responding to an emergency shutoff event; provided, however, that Tenant may request that Landlord's Permitted Personnel respond to an emergency shutoff event. Landlord will separately invoice Tenant for such actions in connection with the Emergency Response System pursuant to the separate fee schedule then in effect, as agreed upon in writing by Landlord and Tenant. Exhibit F Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 51 of 57 18532013v.13 EXHIBIT F CUP UTILITIES AND SERVICES FEES "CUP Fees" shall mean the sum of the Tenant Steam Fee, the Tenant Chilled Water Fee, the Tenant Compressed Air Fee, and the Capital Reserve Fee which are calculated as follows: "Tenant Steam Fee" _ (Total Steam Operating Costs/Total steam creation from the Central Utility Plant) * Tenant's Actual Usage "Tenant Chilled Water Fee" _ (Total Chilled Water Operating Costs/Total chilled water creation from the Central Utility Plant) * Tenant's Actual Usage. Tenant's average usage rate shall not be less than $0.28/Ton-Hr. during the lease term. "Tenant Compressed Air Fee" _(Total Compressed Air Operating Costs/Total compressed air creation from the Central Utility Plant) * Tenant's Actual Usage. "Capital Reserve Fee" _ [(Tenant's Share of steam usage+Tenant's Share of chilled water usage+Tenant's Share of compressed air usage)/(Total steam creating from the Central Utility Plant+Total chilled water creation from the Central Utility Plant+Total compressed air creation from the Central Utility Plant)] * $.02 per kwh utilized by the Base. 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. Where the capitalized terms not otherwise defined herein shall have the following meanings: • "Tenant's Share" shall be calculated based upon the sum of (i) Tenant's usage of the relevant utility (as determined by the sub-meter that measures Tenant's use of such Landlord Distributed Utilities) in the applicable monthly billing period and (ii) the Excess Load Factor. The "Excess Load Factor" shall mean the difference between the total CUP Utilities output in the monthly billing period and the sum of the sub-meters to which CUP Utilities are distributed in the same monthly billing period; provided, however, the Excess Load Factor does not include CUP Utilities distributed to buildings outside of the Facility. Landlord shall use reasonable efforts to operate and maintain the Central Utility Plant in a prudent manner consistent with industry best practices (including prompt repair of leaks) and in order to minimize "waste steam" and the Excess Load Factor. • "Total Steam Operating Costs" shall mean Landlord's total reasonable out-of-pocket operating costs incurred in connection with steam creation in the applicable monthly billing period and shall include, solely to the extent directly attributable to steam creation, the following: the salaries of Landlord's employees (or portion thereof), Landlord's contractor costs (or portion thereof), and administrative overhead directly attributable to steam creation, costs of input (e.g., natural gas, electricity and water) required for steam creation, costs of materials and maintenance costs of steam creation, licensing costs directly attributable to steam creation, and other necessary costs incurred in the normal course of steam creation. Total Steam Operating Costs shall not include capital costs, depreciation or other costs that are reimbursed by insurance or other third-party sources Exhibit F Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 52 of 57 18532013v.13 and shall be adjusted by any reimbursements, discounts, rebates, credits, and refunds received by Landlord. • "Total Chilled Water Operating Costs" shall mean Landlord's total reasonable out-of- pocket operating costs incurred in connection with chilled water creation in the applicable monthly billing period and shall include, solely to the extent directly attributable to chilled water creation, the following: the salaries of Landlord's employees (or portion thereof), Landlord's contractor costs (or portion thereof), and administrative overhead directly attributable to chilled water creation, costs of input (e.g., natural gas, electricity and water) required for chilled water creation,costs of materials and maintenance costs of chilled water creation, licensing costs directly attributable to chilled water creation, and other necessary costs incurred in the normal course of chilled creation. Total Steam Operating Costs shall not include capital costs, depreciation or other costs that are reimbursed by insurance or other third-party sources and shall be adjusted by any reimbursements, discounts, rebates,credits, and refunds received by Landlord. • "Total Compressed Air Operating Costs" shall mean Landlord's total reasonable out-of- pocket operating costs incurred in connection with compressed air creation in the applicable monthly billing period and shall include, solely to the extent directly attributable to compressed air creation, the following: the salaries of Landlord's employees (or portion thereof), Landlord's contractor costs (or portion thereof), and administrative overhead directly attributable to compressed air creation, costs of input (e.g., natural gas, electricity and water) required for compressed air creation, costs of materials and maintenance costs of compressed air creation, licensing costs directly attributable to compressed air creation, and other necessary costs incurred in the normal course of compressed air creation. Total Steam Operating Costs shall not include capital costs, depreciation or other costs that are reimbursed by insurance or other third-party sources and shall be adjusted by any reimbursements, discounts, rebates, credits, and refunds received by Landlord. Landlord will expend all Capital Reserve Fees received on necessary capital repairs, replacement or maintenance of the Central Utility Plant and for no other reason. Exhibit F Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 53 of 57 18532013v.13 EXHIBIT G COMMON AREA FEES "Common Area Fees" shall be calculated using the following formula: (Tenant's Building Footprint/Total Base Footprint) * (Total Common Area Costs) Common Area Fees shall be $18,000.00/month until a new amount is provided to Tenant pursuant to the process outlined below. Where the capitalized terms not otherwise defined herein shall have the following meanings: • "Tenant's Buildinje Footprint" shall mean the sum of the square footage of the ground level floor of each of the buildings located within the Facility. It is agreed that Tenant's Building Footprint is 384,845 square feet. • "Total Base Footprint" shall mean the sum of the square footage of the ground level floor of each of the buildings located on the Base. It is agreed that Total Base Footprint is 1,184.022 square feet. Thus, Tenant's Common Area Fees shall be based on 384,845/1,184,022 = 32.50%. • "Total Common Area Costs" shall mean the sum of Landlord's reasonable out of pocket operating costs and expenses which Landlord shall incur, pay or become obligated to pay in connection with the operation, maintenance, and repair of the Common Areas, and shall include but not be limited to landscaping, janitorial, security, repairs, Facility roof repair and replacement, and other operating costs that are necessary for the continuing operation of the Base, excluding, however, the following: 1. An amount equal to any reimbursements, discounts, rebates, credits, and refunds to which Landlord (or Management Company on its behalf or in connection with incurring any such Total Common Area Costs) is entitled or receives from any third party; 2. Any expenditures that are the responsibility of Landlord or Tenant under this Lease or any Adjoining Tenant and that are attributable to the Facility, the IWTF, the Central Utility Plant (excluding the janitorial and security services provided by Landlord in connection with the Central Utility Plant), the Fuel Farm, the Hazardous Waste Building, the CMS Building, or any Adjoining Tenant's facility(such as the hangar); 3. Costs of capital improvements, replacements or equipment and any depreciation or amortization expenses thereon, except to the extent (A) reasonably intended to produce a reduction in Total Common Area Costs, (B) required by any laws applicable to the Base after the date of the Lease, or for health or safety purposes, or (C) for improvements to or replacements of any components of the Common Areas (it being Exhibit G Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 54 of 57 18532013v.13 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; 5. Costs, including permit, license and inspection costs, incurred with respect to an Adjoining Tenant or other occupants of the Base or incurred in renovating or otherwise improving vacant space for or the premises of Adjoining Tenants or other occupants of the Base; 6. Costs incurred by Landlord due to the violation by Landlord of the terms and conditions of this Lease or any other lease of any portion of the Base; 7. Marketing costs and advertising and promotional expenditures; Interest, fines or penalties incurred as a result of Landlord's failure to make payments when due unless such failure is reasonable under the circumstances; 8. The depreciation of any capital improvements on the Base except the Facility roof replacement depreciation; and 9. Any cost incurred due to the negligence or willful misconduct of Landlord, Tenant, Management Company, Fuel Services Company or any Adjoining Tenant. During September of each calendar year or as soon thereafter as practicable, Landlord shall provide Tenant with a written notice of its estimate of Common Area Fees for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant will pay to Landlord 1/12th of such estimated amounts, provided that if such notice is not given in September, Tenant will continue to pay on the basis of the prior year's estimate until the month after such notice is given. A late fee of 5% of the amount due will be assessed if payment is not postmarked or received by the Landlord on or before the fifteenth (15a')day of the month. Statement: Within 120 days after the close of each calendar year or as soon after such 120-day period as practicable, Landlord will deliver to Tenant a statement of amounts of Common Area Fees payable under this Lease for such calendar year. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant will pay the deficiency to Landlord within 30 days after delivery of the statement. If the total of the estimated monthly installments paid by Tenant during any calendar year exceeds the actual expense adjustment amount due from Tenant for such calendar year and provided Tenant is not in default hereunder, such excess shall, at Landlord's option, be either credited against payments next due hereunder or refunded by Landlord to Tenant, or if such adjustment occurs at the expiration of the Term, Landlord shall refund Tenant's overpayment within 30 days after Tenant vacates the Facility in full accordance with this Lease. Proration: If for any reason other than the default of Tenant, this Lease terminates on a day other than the last day of a calendar year, the amount of Common Area Fees payable Exhibit G Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 55 of 57 18532013v.13 by Tenant applicable to the calendar year in which such termination occurs will be prorated on the basis that the number of days from the commencement of such calendar year to and including such termination date bears to 365. Audit Rights. Tenant has the right, exercisable no more than once each Lease Year on reasonable notice and at a time reasonably acceptable to Landlord, to cause an audit to be performed by a certified public accountant, working on a non-contingency basis, at Tenant's sole cost and expense of Landlord's operations and/or books and records pertaining to Common Area Fees for the preceding calendar year. In the event Landlord has overstated Common Area Fees by more than 5%, and provided Tenant is not in default hereunder, within 30 days after demand therefore by Tenant accompanied by Tenant's commercially sufficient verification of such overcharges and paid invoices delivered and accepted by Landlord, Landlord will reimburse Tenant for all overcharges and the reasonable out-of-pocket costs of such audit and verification incurred by Tenant. Exhibit G Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 56 of 57 18532013v.13 EXHIBIT H REPAIRS TEO Recommission/Repair Air Handling Units on Roof $ 140,875.00 Recommission/Repair Make-Up Air Units on Roof $ 23,000.00 Inspect,Certify& Repair Lightning Protection $ 15,750.00 Allowance for Correction of Noted State Inspection Deficiencies (passenger elev) $ 5,750.00 HEAT TREAT Recommission/Repair Air Handling Unit $ 14,375.00 Inspect, Certify& Repair Lightning Protection $ 7,150.00 TEST CELL Recommission/Repair Air Handling Units $ 15,525.00 Inspect,Certify& Repair Lightning Protection $ 5,500.00 Recommission Jet Fuel Tank and Address Identified Code Deficiencies $ 81,250.00 (See detailed inspection report) Allowance for Hoist/Crane Repairs and Recommissioning of Out of $ 25,000.00 Service Hoists/Cranes Total $ 334,175.00 Exhibit H Alliance Fort Worth Maintenance Base Lease—Rolls-Royce Page 57 of 57 18532013v.13 M&C Review Page 1 of 2 Official CITY COUNCIL AGENDA FORT IVORTI I COUNCIL ACTION: Approved on 6/20/2017 DATE: 6/20/2017 REFERENCE **L-16046 LOG NAME: 21AMFROLLSROYCE NO.. CODE: L TYPE: CONSENT PUBLIC NO NO SUBJECT: Authorize Execution of a Lease Agreement with Rolls Royce North America, Incorporated or an Affiliate for a Portion of the Alliance Fort Worth Maintenance Base Located at 2112 Eagle Parkway and Authorize Execution of a Brokerage Commission Agreement with Cushman &Wakefield, Incorporated at a Rate of 4.50 Percent of the Base Rent (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of a Lease Agreement with Rolls Royce North America, Incorporated or an affiliate to lease a portion of the Alliance Fort Worth Maintenance Base, to include the Turbine Engine Overhaul Building, the Test Cell and the Heat, Treat, Blast and Spray Shop, located at 2112 Eagle Parkway, Fort Worth, Texas 76177: and 2. Authorize the City Manager or his designee to execute a Brokerage Commission Agreement with Cushman &Wakefield, Incorporated at a rate of 4.50 percent of the base rent. DISCUSSION: On November 1, 2016, 444,000 square feet of space (Premises) at the Alliance Fort Worth Maintenance Base (AFWMB), previously under lease with Texas Aero Engine Services, LLC (TAESL), became available for a new tenant. In October 2016, Hillwood Properties, the City's leasing and management agent for the AFWMB, began negotiations with Rolls Royce North America and their representative to lease the majority of the space being vacated by TAESL. A proposed Lease Agreement has been negotiated with Rolls Royce North America, Incorporated for Engine Test Cell facility, Turbine Overhaul Building, and the Heat, Treat, Blast and Spray Building, and accompanying parking. Below are the highlighted terms from the proposed Lease Agreement: Primary Term of 10 years Base Rent to be paid as follows: Months 1 -12: No Rent Months 13-60: $1.00 per square foot ($440,000.00 per year) Months 61-120: $1.10 per square foot ($555,000.00 per year) Two five-year renewal options at then current market rates Rolls Royce assumes operating expenses for the premises during the term of the lease During the entire term of the lease, the Alliance Maintenance Fund is estimated to increase by approximately $3,200,000.00 and the City saves approximately $250,000.00 per month in current subsidies for the existing operation of the Central Utility Plant at the AFWMB. Additionally, Rolls Royce intends to make approximately $9,000,000.00 in improvements to the Test Cell facility to accommodate their planned operations, which improvements will be the property of the City. As outlined in the Leasing Agreement between the Alliance Airport Authority and Hillwood Properties, which was assigned to the City via M&C L-15748 on January 15, 2015, Hillwood brokerage commission fees due will be 2.25 percent of the base rent. The Leasing Agreement also stipulates that cooperating brokers in the transaction would be paid a separate commission fee of 4.5 percent of the base rent. Cushman & http://apps.cfwnet.org/council_packet/mc review.asp?ID=24573&councildate=6/20/2017 12/20/2017 M&C Review Page 2 of 2 Wakefield, Inc., was the cooperating real estate broker assisting with the negotiations and upon approval of this M&C and the execution of the lease, the City will enter into a separate Commission Agreement with Cushman & Wakefield, Inc., for their commission fee. This property is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Property Management Department is responsible for the fiscal administration of this lease which includes the collection and deposit of lease revenue and the payment of lease commissions. TO ru nd Department Account Project Program Activity Budget Reference# Amount ID ID I Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) 280091 0214020 5330201 $204,795.00 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Steve Cooke (5134) Additional Information Contact: Jean Petr(8367) Mark Brown (5197) ATTACHMENTS M and C map for RR 2100 Eagle Parkway. Rolls Royce form 1295.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24573&councildate=6/20/2017 12/20/2017 M&C Review Page I of 2 Official site of the City of Fort Worth,TexZ Ft1 RTT l I CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 12/12/2017 REFERENCE ** 21AMFROLLSROYCE - DATE: 12/12/2017 NO.: L-16097 LOG NAME: REV CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Amendment to Mayor and Council Communication M&C L-16046 to Change Rental Rate for the Lease Agreement with Rolls Royce North America, Incorporated or an Affiliate for a Portion of the Alliance Fort Worth Maintenance Base Located at 2112 Eagle Parkway (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize an amendment to M&C L-16046 to change the rental rate for the lease agreement with Rolls Royce North America, Incorporated or an affiliate to lease a portion of the Alliance Fort Worth Maintenance Base, to include the Turbine Engine Overhaul Building, the Test Cell and the Heat, Treat, Blast and Spray Shop, located at 2112 Eagle Parkway, Fort Worth, Texas 76177. DISCUSSION: On June 20, 2017 (M&C L-16046), Council approved the negotiation and execution of a lease Agreement with Rolls Royce North America, Incorporated for Engine Test Cell facility, Turbine Overhaul Building and the Heat, Treat, Blast and Spray Building and accompanying parking at the Alliance Maintenance Facility located at 2112 Eagle Parkway in Fort Worth. Rolls Royce agreed to lease the property in "as-is" condition, subject to final inspection of the property. The inspection revealed a number of issues with the facility, therefore, Rolls Royce has requested that the previously agreed upon rental rate be reduced to a market rate that more accurately reflects the condition of the property. The new rent compared to the rental rate approved in (M&C L-16046) is a reduction of $345,000.00. Below are the final agreed upon lease terms: Primary Term of 10 years Base Rent to be paid as follows Months 1 -12: No Rent Months 13-24: $8,250.00 per month Months 25-60: $37,000.00 per month Months 61-120: $40,700.00 per month Option for two five-year renewal terms after the 10 year primary term at then current market rates Rolls Royce assumes operating expenses for the premises during the term of the lease This property is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Property Management Department is responsible for the fiscal administration of this lease which includes the collection and deposit of lease revenue and the payment of lease commissions. T http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25457&councildate=12/12/2017 12/20/2017 M&C Review Page 2 of 2 Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I ( I Year I (Chartfield 2) FROM _ _ _ Fund Department Account Project Program Activity Budget (Reference I Amount ID I❑ I , Year Chartfield 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Steve Cooke (5134) Additional Information Contact: Jean Petr(8367) Mark Brown (5197) ATTACHMENTS M and C map for RR 2100EagleParkway.pdf Rolls Royce form 1295.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25457&councildate=12/12/2017 12/20/2017 Ce 04 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1ofl Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-203696 Rolls-Royce North America Inc. Indianapolis,IN United States Date Fled: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05108/2017 being filed. City of Fort Worth,Texas Date Acknowleged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2112 Eagle Parkway Lease of 444,000 sf at Ft.Worth Alliance Airport,2112 Eagle Parkway,Ft.Worth,TX Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party, a X 6 AFFIDAVIT 1 swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. LAURA H ROZZEL Notary Public. Stele of Indiana Johnson County • Commission M 620784 My Commission E_xpirss „t. September 09, 201$ Sig awre of tharized agent of co u ng b s ntity pie. eo��. c� car AFFIX NOTARY STAMP C SEAL ABOVE ��v Sworn to and subscribed before me,by the said Sil CON f��I /YQ' s the. __day of 20__L2_,to certify which,witness my hand and seal of office, q tr 1 �? j �UZt� l��zZ � Abro iN a S 1--TDr� Signature of officer administering oath Printed name of officer administering oath Tide of officer administering oath Farms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 1. CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos.l-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1.2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-203696 Rolls-Royce North America Inc. Indianapolis,IN United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/0812017 being filed. City of Fort Worth,Texas Date Ackno Ledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract 2112 Eagle Parkway Lease of 444,000 sf at Ft.Worth Alliance Airport,2112 Eagle Parkway,Ft.Worth,TX Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT 1 swear,or affirm,undernalt perjury,pe y of p Iury,that the above disclosure is We and correct. is*^rE LAURA H ROZZEL Not"Public. State of Indiana Johnson County t n Commission#620784 S N My commission Expires 5 �n Septelnbet 09, 2018 ��. a (g�ur�e�afthorizeda eng�tofcopt; fgb�,sss miry otTf'� J� r G AFFIX NOTARY STAMP(SEAL ABOVE CORP ,�� �2 Sworn to and subscribed before me,by the said O S�Z t P d&W��E ft+61,,1&the Gt day of 201% ,to certify which,witness my hand and seal of office. 2tZjzj; j,J UPL-,a l�rizZE Abm, I-) t Sr�A-TDI Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883