HomeMy WebLinkAboutContract 52826 ,�34 56
9 j CITY SECRETARY
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0, CONTRACT NO. Salp
LICENSE AGREEMENT
This License Agreement("Agreement")is entered into thi ,2019 by and between
the City of Fort Worth,Texas,a home-rule municipal corporation ofthe S to of Texas("City"),and Omni
Air International,LLC,a subsidiary of Air Transport Services Group,Incorporated("Tenant").
WHEREAS,City owns a certain piece of property known as the Structures Building#16 located at 2070
Eagle Parkway, Fort Worth, Texas, 76177 at the Alliance Maintenance Facility ("Property"), which
Property is managed on behalf of City by Hillwood Properties("Property Manager"); and
WHEREAS,Tenant has requested,and the City agrees to grant to Tenant,the use of approximately 26,151
square feet of the Property in accordance with the terms and conditions of this Agreement.
WITNESSETH:
1. Premises. City hereby grants Tenant the exclusive license to use those certain portions of the
Property as shown as in Exhibit"A" (collectively, the "Premises") located at the Alliance Maintenance
Facility for storage of equipment,starting tenant improvements, installation of shelfing and prepping the
space for operations while a longer term lease between City and Tenant is being negotiated and approved.
Under no circumstances during the Agreement will Tenant use or cause to be used on the Premises any
hazardous or toxic substances or materials,or store or dispose of any such substances or materials on the
Premises;provided that the presence of fuel,engine oil and hydraulic fluids used for or stored in equipment
on the Premises will not be deemed a violation of this Section. Tenant shall not install signs,advertising
media,and lettering on the Premises without prior written approval.of City. Tenant will have access to the
Premises 24 hours a day,7 days a week City agrees to provide Tenant with reasonable prior notice in the
event City desires to access the Premises; provided that City may not interfere with Tenant's use of the
Premises in accordance with this Agreement.
2: Access;Parking.Tenant shall have the nonexclusive right for aircraft and Tenant personnel to
access the apron on the Property,as shown as in Exhibit"A",as needed to unload aircraft for deliveries to
the Premises but shall not have the right to store aircraft on the apron prior to or after deliveries are made.
Access to the apron and deliveries shall not interfere or disrupt operations of existing Tenants or other
activities on the Property. Tenant shall also have the nonexclusive use of 20 parking spaces in the lot and
next to the building,as shown in Exhibit"A".The parking area and apron space referenced in this Section
2 shall be included in the definition of"Premises"in this License for all purposes set forth herein,except
that Tenant shall not be required to maintain or repair the parking area and apron unless Tenant or Tenant's
invitees,employees,or contractors damage or otherwise necessitate the maintenance or repair.
3. Condition of Premises.Tenant taking possession of the Premises shall be conclusive evidence
that(a)the Premises are suitable for the purposes and uses for which same are licensed;and (b)Tenant
waives any and all defects in and to the Premises,its appurtenances,and in all the appurtenances thereto.
Further,Tenant takes the Premises and all appurtenances in"AS IS"condition without warranty,expressed
or implied, on the part of City. City shall not be liable to Tenant, Tenant's agents, employees, invitees,
licensees, or guests for any damage to any person or property due to the Premises or any part of an
appurtenance thereof being improperly constructed or being or becoming in disre a..`�"�`
�EI~Ir.W_.RECORD
License Agreement between the City of Fort Worth and Omni Air International,LLC
4. Term.
(a) Primary Term: Subject to the earlier termination as hereinafter set forth,this Agreement
shall be for a term (" License Term")of 30 days, commencing on 2019
and expiring on , 2019. In the event a lease is not executed by the
expiration date, the term shall be automatically extended an additional 30 days or until a
lease is executed whichever is sooner,however this agreement shall not exceed a maximum
term of 90 days.This Agreement will terminate upon execution of a lease between City and
Tenant,or as otherwise set forth herein.
5. License Fee;Time of essence.Tenant will pay City a license fee of$2,179,25 per month to use
the Premises during the License Term. Fee is due to City on or before the 161 of each month via direct
deposit into the Alliance Maintenance Fund bank account,the information for which shall be provided by
City to Tenant promptly after the Effective Date hereof.If the payment of fees is not received by City as
provided herein, then after ten (10) days after receipt of written notice from City, all amounts due and
payable to City hereunder shall bear interest from the date the payment of fees was due until paid,at a per
annum rate of interest equal to the lesser of(a)eighteen percent(18%)or(b)the highest non-usurious rate
permitted by applicable law. Time is specifically of the essence of this provision and of every provision of
this Agreement.
6. No Services.City shall not furnish Tenant with any utilities,cleaning,lighting,security,or any
other items or services for the Premises. All operating costs of Premises shall be Tenant' sole cost and
expense.If Tenant wants or needs any utilities,cleaning,lighting,security, or any other items or services
while occupying the Premises beyond those currently available at the Premises, then Tenant shall first
obtain permission and approval from the City to contract,add or install any of the above items and will be
responsible for providing same at Tenant's sole cost. Notwithstanding the foregoing,City acknowledges
and agrees that Tenant may desire electrical service at the Premises, and Tenant is expressly permitted to
make all arrangements with the applicable governmental authority or utility company in order to install
and/or provide such service, without the prior approval of the City, except in the case where the utility
company requires an easement from the City and at Tenant's sole cost. If electrical service is not available
at the Premises for any period of fifteen(15)days or longer during the License Term,Tenant may terminate
this Agreement upon written notice to City.
7. Alterations,Additions,Improvements,and Signage. Tenant shall make no alterations on or
additions to,the Premises without the prior written consent of City.Any alterations made to the Premises
by the Tenant shall be at Tenant's sole cost and expense and shall not interfere with the operations of other
tenants and/or other operations at the Alliance Maintenance Facility. If interference occurs Tenant will
make changes and/or remove the alteration to remedy said interference within 5 days of notice from City,
provided that if such change or removal cannot be completed within 5 days Tenant will not be in default
hereunder if Tenant commences such change or removal and diligently prosecutes such change or removal
to completion. All alterations, additions and improvements made to or fixtures or other improvements
placed in or upon the Premises shall be deemed a part of the Premises and the property of City at the end
of the License Term.All such alterations,additions,improvements,and fixtures shall remain upon and be
surrendered with the Premises as apart thereof at the termination of this Agreement.Tenant may at its sole
option and expense remove any Tenant alterations at any time during the License Term with City approval.
At the termination of this Agreement, whether by lapse of time or otherwise,Tenant shall (i)deliver the
Premises to City in its then"as-is"condition,but in no worse condition than as of the date of the taking of
possession thereof by Tenant, subject only to ordinary wear and tear and damage caused by casualty or
License Agreement between the City of Fort Worth and Omni Air International,LLC
condemnation and-(ii)make any repairs to the Premises as needed in order to comply with the provisions
of Section 13 below.
8. Indemnity. (a) TENANT SHALL AND DOES AGREE TO INDEMNIFY, PROTECT,
DEFEND AND HOLD HARMLESS CITY, CITY'S OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES (COLLECTIVELY, "INDEMNITEES")FOR, FROM AND AGAINST ANY AND ALL
LIABILITIES, DAMAGES, LOSSES% LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND
EXPENSES, (INCLUDING REASONABLE COURT COSTS, REASONABLE ATTORNEYS' FEES
AND REASONABLE COSTS OF INVESTIGATION),OF ANY NATURE,KIND OR DESCRIPTION
RESULTING FROM CLAIMS BY THIRD PARTIES TO THE EXTENT ARISING OR ALLEGED TO
ARISE BY REASON OF(1)INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS
OF PROPERTY OCCURRING IN OR ABOUT THE PREMISES AND RELATING TO THE USE OR
OCCUPANCY OF THE PREMISES BY TENANT, ITS EMPLOYEES,AGENTS AND LESSEES, OR
(2)ANY ACT OR OMISSION OCCURRING IN OR ABOUT THE PREMISES AND ON THE PART
OF TENANT OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR
CONTRACTOR OF TENANT, OR (3) ANY BREACH, VIOLATION OR NONPERFORMANCE OF
ANY COVENANT OF TENANT UNDER THIS AGREEMENT (EACH A "LIABILITY" AND
COLLECTIVELY,"LIABILITIES"),EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING
FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE.IF ANY ACTION
OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE IN CONNECTION
WITH ANY SUCH LIABILITY, TENANT, ON NOTICE FROM CITY, SHALL DEFEND SUCH
ACTION OR PROCEEDING, AT TENANT'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL
APPLY TO ALL ACTIVITIES OF TENANT WITH RESPECT TO THE USE AND OCCUPANCY OF
THE PREMISES, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE
OF THE LICENSE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS AGREEMENT.
THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR
BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES'BENEFITACTS.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE
INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH 7, SUCH LEGAL LIMITATIONS
ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO
AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH
LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL
CONTINUE IN FULL FORCE AND EFFECT.
9. Waiver of Liability. ALL AIRCRAFT, VEHICLES AND ALL PERSONAL PROPERTY
WITHIN AIRCRAFT AND VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS
AGREEMENT OR OTHERWISE SHALL BE AT THE RISK OF TENANT ONLY, AND NO
INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY
OF TENANT,ITS EMPLOYEES,AGENTS,PATRONS,INVITEE,OR TO OTHERS, REGARDLESS
OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF CITY OR SUCH LOSS OR
DAMAGE IS OCCASIONED BY CASUALTY,THEFT OR ANY OTHER CAUSE OF WHATSOEVER
NATURE,UNLESS DUE IN WHOLE OR 1N PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
License Agreement between the City of Fort Worth and Omni Air International,LLC
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10.Insurance. Tenant shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified herein, which liability policy shall name the City of Foil Worth as an
additional insured and covering all public risks related to the leasing,use,occupancy,maintenance,existence
or location of the Premises. Tenant shall obtain the following insurance coverage at the limits specified
herein:
* Commercial General Liability:$1,000,000.00 per occurrence(Including Products and
Completed Operations);
In addition, Tenant shall be responsible for all insurance to any personal property of Tenant or in
Tenant's care, custody or control. Tenant is allowed to self-insure without the prior written consent of City.
Any self-insured retention or other financial responsibility for claims shall be covered directly by Tenant in lieu
of insurance.
11. Surrender; Abandoned Property. Upon expiration or earlier termination of the License
Term, other than execution of a lease agreement between City and Tenant, Tenant will remove Tenant's
property and surrender the Premises in its then"as-is"condition, but in no worse condition than as of the
commencement date of the License Term,ordinary wear and tear and casualty excepted. Tenant's personal
property not promptly removed by Tenant from the Premises within ten(10)days after the termination of
this Agreement, whether termination shall occur by the lapse of time or otherwise, shall thereupon be
conclusively presumed to have been abandoned by Tenant to City.Fixtures attached to the Premises become
the property of City,if not removed as required herein.
12. Assignment and Subletting. Tenant shall not assign this Agreement, or any light of Tenant
under this Agreement, or sublet the Premises,for consideration or no consideration, whether voluntarily,
by operation of law,or otherwise,without City's prior approval,and any attempt to do so shall be void;all
provided that Tenant's employees, contractors and agents may use the Premises in accordance with the
terms and provisions hereof.
13. Damage to Premises or Property of City. If,at any time during the License Term,by the
acts or omissions of the Tenant,its employees,agents,or licensees,the Premises,or any property therein is
damaged or destroyed,Tenant shall be obligated to pay,on demand,all costs to repair same.
14. Repairs and Maintenance.City has no obligation to make repairs of any sort to the Premises,
City's sole obligation hereunder being to make the Premises available to Tenant in accordance with and
subject to the covenants,restrictions and limitations set forth herein. Tenant shall,at its expense,use and
maintain the Premises in a neat, clean, careful, safe, and proper manner including but not limited to any
snow and/or ice removal,trash removal,and comply with all applicable laws,ordinances,orders,rules,and
regulations of all governmental bodies(state,county,federal,and municipal).At no time may there be any
maintenance of any trailers or trucks within the Premises or Property and if a spill of any nature takes place
arising from the actions of Tenant,Tenant must notify the Property Manager immediately and is responsible
for all required clean up and repairs to the extent arising from the spill.
15. Severability. If any clause or provision of this Agreement is or becomes illegal, invalid or
unenforceable because of present or future laws or any rule or regulation of any governmental body or
entity, effective during the License Term,the intention of the parties hereto is that the remaining parts of
this Agreement shall not be affected thereby unless such invalidity is,in the sole determination of the City,
essential to the rights of both parties,in which event City has the right, but not the obligation,to terminate
the Agreement on 10 days' prior written notice to Tenant.
License Agreement between the City of Fort Worth and Omni Air International,LLC �^
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16. Default and Termination.
(a) Tenant' Default. If Tenant shall fail to cure any default in the performance or observation
any of its obligations hereunder within thirty(30)days after receipt of notice of such default,then City may
terminate this Agreement by giving Tenant five(5)days prior written notice of such termination.Upon any
such termination pursuant to this Section, the Agreement and all interest of Tenant hereunder shall
terminate, but if Tenant does so cure such default within said 5 days, City's termination notice will be
deemed withdrawn.Such rights of City in the case of a default by Tenant hereunder are not exclusive,but
are cumulative of all other rights City may have hereunder,at law or in equity;and any one or more of such
rights may be exercised separately or concurrently to the extent provided by law.
(b) City's Default. Should City commit a default under this Agreement}Tenant may terminate
this Agreement by giving City twenty(20)days prior written notice thereof.If City fails to cure such default
within twenty (20) days of receipt of notice then Tenant may terminate this Agreement. Such rights of
Tenant in the case of a default by City hereunder are not exclusive, but are cumulative of all other rights
Tenant may have hereunder, at law or in equity; and any one or more of such rights may be exercised
separately or concurrently to the extent provided by law.
(c) Termination by Convenience. Either party may terminate this Agreement with 30 day
written notice to the other party.
17. Notice. Any notice hereunder must be in writing. Notice deposited or sent by nationally
recognized overnight courier service, such as, but not limited to, Federal Express, by certified mail with
return receipt requested, or by express mail properly addressed, postage paid, shall be effective-upon
deposit. Notice given in any other manner herein shall be effective upon receipt at the address of the
addressee. For purposes of notice,the addresses of the parties shall,unless changed as hereinafter provided,
be as follows:
To City: To Tenant:Omni Air International,LLC
City of Fort Worth Lease Management
Lease Management 3303 N.Sheridan Rd.
Property Management Department Tulsa,OK 74115
900 Monroe,Suite 400
Fort Worth,TX 76102
With a copy to: With a copy to:
City Attorney
City of Fort Worth
200 Texas Street
Fort Worth,TX 76102
The parties hereto shall have the continuing right to change their respective address by giving at least ten
(10)days' notice to the other party.
17.
17. Audit.Pursuant to Chapter 2,Article IV,Division 3,Section 2-134,Administration,Powers and
Duties of the Department oflnternal Audit, of the Code of Ordinances of the City of Fort Worth("Section 2-
License Agreement between the City of Fort Worth and Omni Air International,LLC
-5 4"-
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134'), City may at City's sole cost and expense,at reasonable times during Tenant' normal business hours
and upon reasonable notice, audit Tenant' "necessary books, papers, documents, records, and personnel",
which is defined in Section 2-134 as"those which pertain to city contracts and subcontracts and are required
to evaluate compliance with the terms of those contracts and subcontracts",provided that(a)any such.audit
shall occur onsite at the Premises,(b)City shall not(and shall not permit others)to copy any books,records
or other documents reviewed during such audit, and (c)City shall comply with the provisions of Section 21
herein.
18. Entire Agreement.This Agreement constitutes the entire agreement between City and
Tenant relating to the use of the Premises and no prior written or oral covenants or representations relating
thereto not set forth herein shall be binding on either party hereto.
19. Amendment. This Agreement may not be amended, modified, extended, or
supplemented except by written instrument executed by both City and Tenant.
20. Counterparts.This Agreement maybe executed in several counterparts,each of which
shall be deemed an original,but all of which shall constitute but one and the same document.
21. Confidentiality; Public Disclosure Request. City will not use Tenant's name or logo
relating to this Agreement or Tenant's use of the Premises. Upon City's receipt of a public records request
for disclosure of this Agreement or any information specifically labeled as "confidential" or that would
reasonably be presumed to be confidential, including the terms and conditions of this Agreement and all
nonpublic information relating to Tenant's technology,operations,customers,business plans,promotional
and marketing activities, finances, and other business affairs, City will (a) immediately give Tenant prior
notice in order to allow Tenant to seek a protective order or other appropriate remedy; (b) disclose
information only to the extent required by applicable laws; and (c) use reasonable efforts to obtain
confidential treatment for any information that is so disclosed.
22. LIMITATION OF LIABILITIES. NEITHER PARTY WILL BE LIABLE
UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL(INCLUDING BUT NOT LIMITED
TO LOST OPPORTUNITIES OR PROFITS)OR PUNITIVE DAMAGES.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
License Agreement between the City of Fort Worth and Omni Air International,LLC
-6-
In witness whereof,the parties hereto have caused this Lease to be executed with the effective date as
2019
CITY: TENANT:
CITY OR F T WORTH OMNI AIR TERNATIONAL,LLC
By: By:
Kevin Gunn
Assistant City Manager Name: ^ 2c-* "
Date: Title:
o �
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
-
ensurin- an..performance and repor�ing requircmcris.
Name: f _
Title: b G GAIT 6AIT C
Date: U
APPROVED AS�TI'lO FORM AND LEGALITY:
Leann Guzman
Senior Assistant City Attorney
Date: I /�
ATTEST .
ORTGIi
BY:
Mary KajWr
City Secretary
Date: Acj �-
Form 1295:Not required
Contract Authorization:
M&C:Not required
License Agreement between the City of Fort Worth and Omni Air Internati ,LLC.
OFFICIAL RECORD dl
CITY SECRETARY
FT. WORTH,TX \�
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om�sEOR��� Omni Air International
Lease Term Sheet
August 30, 2019
AsouTTENANT: Omni Air International(OAI),a subsidiary of Air Transport Services
Group,Inc. provides global charter services and transports U.S.and
foreign military troops,military family members,government
employees and natural and humanitarian disaster relief to destinations
around the world.
BUILDING: Structures Building located at 2070 Eagle Parkway,Ft. Worth,TX 76177
on the Alliance Maintenance Base.
OWNERSHIP: City of Fort worth,TX
PROPERTY MANAGEMENT: Hillwood Properties
LEASE PREMISES: Facility: Approximately 26,151 rentable square feet of space,
made up of 6,576 of office space and 19,575 of warehouse space as
described in the attached Exhibit"A".
Apron: 6 spaces on the Apron on the Alliance Maintenance Base
as described in the attached Exhibit"B".
USE: Storage of aircraft materials in the warehouse and office space to operate
charter flight services.Aircraft parking on the apron.
SECURITY DEPOSIT: NOT REQUIRED
EARLY OCCUPANCY NEED: Access the lease premises prior to lease execution via a temporary
license agreement to prepare the lease premises,per the terms of the
license agreement,for operations to begin once lease is executed.
LEASE TERM: Five(5)year initial lease term with the option to terminate at the end of
each year.
BASE RENTAL RATE: Year 1-3 $1.00 per SF per year
Year 4 $1.10 per SF per year
Year $1.20 per SF per year
AIRCRAFT PARKING RATE: Year 1 $62,000.00
Year 2 $112,000.00
Year $112,000.00
Year 4 $162,000.00
Year 5 $162,000.00
AIRCRAFT PARKING RATE
ADJUSTMENTS If actual costs of improvements the tenant makes to the lease
premises is less than$200,000,an adjustment to the aircraft parking
rates will be made and prorated over years 2 and 3.
OPERATING EXPENSES: Estimated rate of$4.55 per square foot
Common Area Maintenance:
The Landlord shall provide all common area maintenance (CAM) inside
the building and to the site, including landscaping, roadways, exterior
lighting,structural and roof repairs and replacements,building insurance
and other Items and in turn charge Tenant CAM expense that represents
their pro-rata amount based on the square footage of the total site that
they occupy. Tenant shall have an ongoing right to audit the operating
expenses at any point in the lease for any previous or current lease
period. Landlord will cap the annual increase in controllable operating
expenses at 5%per year.
Taxes:
Landlord confirms that the property is real estate tax exempt, and thus
no real estate tax assessments will be a part of the operating expense
profile for the building. However,in the event that the property becomes
non-exempt from real estate taxes, tenant shall be responsible for its
proportionate share,in a manner to be determined at the effective date
thereof.
Tenant shall be responsible for all Taxes related to the Premises,
Including, but not limited to business personal property taxes and
leasehold interest taxes,if applicable.
Facilitles Services:
Tenant will engage directly with a service provider for its janitorial,
repairs,and maintenance services. Tenant will bear all costs associated
with interior maintenance, repair and replacement under$100,000 that
are not considered to be capital items related to the Lease Premises.
UTILITIES: Direct Utilities (water and electricity) will be metered separately, and
payment will be based on actual usage at existing contracted rates.
Shared utilities (chilled water, compressed air, steam, and wastewater
treatment capacity)will also be metered separately.Tenant shall pay to
Landlord as part of the operating expenses its allocated share of CUP
Utilities. Tenant's Share shall be calculated as follows:
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Average Usage Rate (Total CUP Utility Costs/Total CUP Utility
created)x Tenant's actual usage. Tenant's actual usage shall be
determined by the sub-meter that measures the Tenant's use
thereof. On the anniversary of the lease commencement date,
Landlord shall recalculate the Average Usage Rate based on the
previous 12 months up to the anniversary date. Total Costs shall
include labor,administrative overhead, costs of input, including
natural gas, electricity, and water, materials and maintenance,.
and all other reasonable costs solely attributable to the
administration of the relevant CUP Utility. Total Costs shall not
Include capital costs, other than depreciation. However,
notwithstanding the foregoing,the average usage rate shall not
be less than $0.28/Ton-hr for Chilled Water during the lease
term.
Landlord confirms that there is a dual feed to the base and redundant
power supply to the site,but nonetheless shall notify Tenant of any non-
emergency Utility or Service outages at least five(5)business days before
occurrence. The landlord shall provide notice of any Emergency outage
immediately upon occurrence.
CAPITAL RESERVE PAYMENT: As part of the monthly operating expense, Tenant shall make a capital
reserve payment to Landlord's Capital Expenditure Reserve,which shall
be reconciled annually according to the formula below. All funds held in
reserve by Landlord shall be utilized at Landlord's discretion,but shall be
strictly Ilm ited to capital or repairs and maintenance expenditures for the
CUP. The payment shall be calculates as follows:
[(Tenant's Share of steam usage+Tenant's Share of chilled water
usage+Tenant's Share of compressed air usage)/(Total steam creation
from the Central Utility Plant+Total chilled water creation from the
Central Utility Plant+Total compressed air creation from the Central
Utility Plant)1*$0.2 per kwh utilized by the Base.
PROPERTYCONorriON: The Premises is proposed in an as-is condition to Tenant. The structure,
including the roof, all electrical, mechanical and plumbing shall be in
good-working order at time of occupancy. Tenant shall be allowed
immediate access upon request to allow for a Property Condition
Assessment by a Vendor of Tenant's choice.
TENANT IMPROVEMENTS/
ALTERATIONS: The Tenant may make improvements and enhancements to the site, but
shall:
I
o Provide a set of plans and specifications to the Landlord for }
review and approval prior to beginning any work. !
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o Landlord will indicate with their approval of said improvements,
whether Tenant will be required to remove and restore the
premises at the end of the term, or rather leave the
improvements in place.
o Tenant, or its' designee will independently manage any tenant
design and build-out with full visibility as needed to the Landlord
and/or the Property Management team.
o Tenant may select, at their own discretion, all consultants and
vendors Including architects,engineers,consultants,contractors
and subcontractors, however, Landlord's health, safety and
environmental process and procedures will be adhered to.
o Tenant shall obtain and provide to Landlord all necessary permits
that are required prior to the start of work and full lien releases,
a copy of as — built and all necessary permits required at the
completion of the work.
o Landlord will provide Tenant with appropriate assistance in
applying for and obtaining the necessary permits. Under no
circumstances will failure to obtain the requisite permits be
considered by Tenant a failure of Landlord obligations under the
lease.
o Tenant will be responsible for the cost of all Tenant
improvements or enhancements made to the property including
but not limited to sub-metering the lease premises.
LANDLORD'S WORK/
BASE BUILDING: Landlord at Landlord's expense shall:
o Deliver the premises in broom clean condition and ready for
new tenant construction.
o Ensure that all mechanical, electrical and plumbing systems in
the space are in good working order,prior to any Tenant directed
Improvements commencing.
o Comply with local building and life safety codes at time of lease
commencement.
o Confirm current fire suppression system has passed the annual
Inspection. Tenant shall be responsible for maintaining future
testing and systems underthe lease.
o Provide and maintain any electrical and utility metering
equipment.
ASSIGNMENT AND SUBLETTING: Tenant may, with the consent and approval of Landlord, sublease the
Premises or assign the lease to an affiliate of Tenant (to be further
outlined in the lease agreement).Tenant will promptly notify Landlord of
such assignment or sublease. Tenant may not sublease the Premises or
assign the lease to any other party without the consent of Landlord,
which consent shall require approval by the Fort Worth City Council
(subject to certain restrictions, including but not limited to, customary
minimum tangible net worth provisions). In the event of an assignment
or subletting, Tenant shall remain liable for the payment of all rent and
the performance of all of Tenant's obligations under the lease. Landlord
reserves the right to recapture the space. Sublease rights shall be
personal to Tenant.
ADA COMPLIANCE: Tenant shall be responsible for assuring that any improvements and/or
upgrades to the Lease Premises are ADA Compliant and/or bring the
Lease Premises up to date to current ADA Compliance standards that are
triggered by the Improvements and/or upgrades.
HAZARDOUS MATERIALS: Tenant shall be responsible for any environmental impacts caused
during their tenancy and tied to their operations.
ACCESS: Tenant's employees, contractors and subcontractors will have access to
the premises on a 24/7 basis. Tenant agrees to comply with Landlord
reasonable guidelines governing such access. Landlord must provide 24
hours' notice to Tenant for all non-emergency access requests and
comply with the security protocols required by Tenant governing such
access.
STRUCTURAL RESPONSIBILITY: Landlord shall be responsible for the maintenance, repair and
replacement of the roof,the structural elements,walls and foundations,
except for conditions caused by neglect or misuse by or through Tenant.
The cost of roof repairs and roof replacement depreciation shall be
included in Common Area Maintenance and paid by the Tenant as part of
the Lease.
FINANCIAL STATEMENTS: Tenant, not a parent entity, shall be the legal entity which shall secure
the interest and provide surety of the lease obligations.
SECURITY-BASE: Landlord shall continuously and without interruption maintain perimeter
fencing around the entire Property and maintain operational controls
from within the Central Utility Plant.
SECURITY-PREMISES: Tenant may secure its leased premises, but shall not undertake any
security measures that would limit or deny access to the leased premises
by the Property Manager and/or its designated representatives.
LIFE/FIRE/SAFETY: your agreements state you cover fire and safety for instance.
Ongoing LIFE/Fire/Safety monitoring system is provided to the Lease
Premises from the CUP.The prorated cost is based upon the size of the
Leased Premises and is reflected as a portion of the Tenant's Common
Area Fees.Tenant is responsible forthe cost of repair and/or replacement
of any system due to Tenant negligence.
HAZARDOUS MATERIALS/
PERMITS: Language to be mutually agreed upon in the Lease. Lessor shall
cooperate with Lessee and the Texas environmental authorities to obtain
all necessary review and approvals related to the establishment and
ongoing operation of this facility.
SIGNAGE: Lessee,at Its sole cost and expense,shall have the right to install one(1)
building-affixed sign, subject to approval by Landlord and other
governing bodies' zoning/signage restrictions. Directional signage may
be coordinated with the Landlord on the Premises.
Accepted by:
OMNI AIR INTERNATIONAL, LLC CITY OF FT.WORTH
By: By:
Printed: Printed:
Date: t��4m Aff' . 1 tl 2�� Date:
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Square Feet
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Square Feet
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