HomeMy WebLinkAboutContract 54623 i
CSC No. 54623
LICENSE AGREEMENT
This License Agreement ("Agreement") is entered into this September 29, 2020 ("Effective
Date") by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of
Texas("City"),and Alliance Al No. 1,LLC,a Texas limited liability company("Tenant').
WHEREAS, City owns (a) a certain piece of property more particularly described in Exhibit A
attached hereto ("Property")consisting of approximately 108,900 square feet of ground space, and(b)a
certain piece of property contiguous to the Property and more particularly described in Exhibit B attached
hereto ("Expansion Property") consisting of approximately 126,324 square feet of ground space. The
Property and the Expansion Property are each outlined in Exhibit C attached hereto;
WHEREAS,Tenant has requested,and the City agrees to grant to Tenant,the use of the Licensed
Premises(defined below)and the right to sublease or sublicense all or any portion of the Licensed Premised
to TuSimple,Inc.in accordance with the terms and conditions of this Agreement;and
WHEREAS,pursuant to the Lease Agreement dated on or about even date herewith(the"Lease
Agreement'), City has granted Tenant the right to construct the Improvements (defined in the Lease
Agreement) during the License Term and the exclusive use of the Property for a term commencing
immediately upon expiration of the License Term.
WITNESSETH:
1. Premises. City hereby grants Tenant the exclusive use of the Property and any
improvements now or hereafter located thereon ("Licensed Premises"). Notwithstanding the foregoing,
Tenant shall have no rights to use or occupy the approximate area depicted on Exhibit C attached hereto as
the"Development Area"pursuant to this Agreement prior to substantial completion of the Improvements.
Tenant may sublicense or sublease all or any portion of the Licensed Premises to TuSimple,Inc.pursuant
to the terms of the Sublease Agreement attached hereto as Exhibit D (as amended and/or assigned from
time to time,the"Sublease"). Under no circumstances during the License Term will Tenant use or cause
to be used on the Licensed Premises any hazardous or toxic substances or materials,or store or dispose of
any such substances or materials on the Licensed Premises other than the products necessary to perform the
services identified in Exhibit E attached hereto or as otherwise pursuant to the Sublease;provided that the
presence or transportation of fuel, engine oil and hydraulic fluids used for or stored in vehicles parked or
operating on the Licensed Premises will not be deemed a violation of this Agreement. Tenant shall not
install signs, advertising media, and lettering on the Licensed Premises without prior written approval of
City. Tenant will have access to the Licensed 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 Licensed Premises;
provided that City may not interfere with Tenant's use,or any subtenant's use,of the Licensed Premises in
accordance with this Agreement.
2. Condition of Licensed Premises. Tenant taking possession of the Licensed Premises shall
be conclusive evidence that(a)the Licensed 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 Licensed Premises,its appurtenances,
and hi all the appurtenances thereto.Further,Tenant takes the Licensed 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 Licensed Premises or any part of any appurtenance thereof being improperly constructed or being
or becoming in disrepair.
OFFICIAL RECORD
US 7353328v.7 HIL900/71001
1 CITY SECRETARY
FT. WORTH, TX
3. License Term. Subject to earlier tennination as hereinafter set forth,this Agreement shall
be for a term("License Term")of six(6)months,commencing on October 1,2020 and expiring on March
31,2021.
4. Development Period. [Intentionally Deleted.]
5. Extension Option. [Intentionally Deleted.]
6. Termination Option. [Intentionally Deleted.]
7. License Fee.Tenant will pay City a license fee of$3,993.00 per month for the use of the
Licensed Premises during the License Term.
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The license fee is due to City on or before the I" 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 a payment of the license fee is not received by City as provided herein,
then after five(5)business days after receipt of written notice from City,such license fee shall bear interest
from the date the payment of the license fee 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.
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8. Expansion Option. Tenant shall have the ongoing right,exercisable upon 30 days' prior
written notice thereof to City (the"Expansion Notice"), to expand the Licensed Premises to include the
Expansion Property and any improvements then or thereafter located thereon(the"Expansion Premises"),
effective as of the date set forth in the Expansion Notice (the "Expansion Date"). If Tenant so elects,
promptly following delivery of the Expansion Notice,Tenant and City shall execute(a)an amendment to
this Agreement to include the Expansion Premises as part of the Licensed Premises, effective as of the
Expansion Date,which amendment shall be on the same terms as this Agreement, and the license fee for
the Licensed Premises shall be$8,842.68 per month effective on the Expansion Date,and(b)an amendment
to the Lease Agreement in accordance with Paragraph 8 (Expansion Option)thereof.
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For the avoidance of doubt, following the execution of such amendments, Tenant shall be permitted to
amend the Sublease pursuant to the Lease Agreement without further approval from City, to include the
Expansion Premises in the subleased premises thereunder. If prior to Tenant's delivery to City of the
Expansion Notice, City receives a bona fide offer from a third party (a"Third Party Offer")to lease or
license the Expansion Property,City shall provide Tenant written notice thereof,which notice shall include
the terms of such Third Party Offer. If Tenant fails to exercise its rights under this Paragraph 8 within thirty
(30)days following receipt of such notice, and City leases or licenses the Expansion Property pursuant to
the terms of such Third Party Offer, then Tenant shall not be permitted to exercise its rights under this
Paragraph 8 until the Expansion Property is next available.
9. Utilities and Services. City shall not furnish Tenant with any utilities,cleaning,lighting,
security, or any other items or services for the Licensed Premises. All operating costs of the Licensed
Premises shall be at Tenant's sole cost and expense. If Tenant wants or needs any utilities, cleaning,
lighting,security,or any other items or services while occupying the Licensed Premises,then Tenant shall j
first obtain permission and approval from the City to contract,add or install any of the above items and will
be responsible for obtaining same at Tenant's sole cost.
10. Alterations, Additions, Improvements. and Sianase. Except as otherwise provided
herein,Tenant shall make no alterations on or additions to,the Licensed Premises without the prior written
consent of City;provided that Tenant may, at its sole option and expense,remove any alterations at any
time during the License Term(other than the Improvements). All alterations,additions and improvements
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made to or fixtures or other improvements placed in or upon the Licensed Premises not removed therefrom
prior to the termination of this Agreement pursuant to Paragraph 23(a)(but not otherwise)shall be deemed
a part of the Licensed Premises and the property of City upon termination of this Agreement pursuant to
Paragraph 23(a) (but not otherwise). All such alterations, additions, improvements, and fixtures shall
remain upon and be surrendered with the Licensed Premises as a part thereof at the termination of this
Agreement pursuant to Paragraph 23(a)(but not otherwise). The Improvements shall become the property
of City upon the termination of this Agreement pursuant to Paragraph 23(a)(but not otherwise),at no cost
to the City.
11, Temporary Trailer. Tenant may install a trailer on the Property for temporary use until
completion of the Improvements.
12. Vehicle Maintenance.Tenant shall have the right to perform, on the Licensed Premises,
maintenance and repairs ofvehicles. Such maintenance and repair shall be limited to those types of services
identified on Exhibit E attached hereto. Additional services not identified in Exhibit E shall require City
approval. All such services shall be performed in accordance with applicable environmental laws and
Tenant agrees to be responsible for any damages and clean-up associated with any spill,release,or other
discharge of hazardous materials on the Licensed Premises caused by the performance of such services.
13. Indemnity.
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(a) SUBJECT TO PARAGRAPH 16, 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 CLAIMS, 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 TO THE EXTENT ARISING OR ALLEGED TO ARISE BY
REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY
TO THE EXTENT CAUSED BY (i)THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL
MISCONDUCT OF TENANT,ITS EMPLOYEES,AGENTS,CONTRACTORS, OR LESSEES OR(ii)
ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF TENANT UNDER
THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), IN ALL CASES EXCEPT TO THE
EXTENT ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE OR WILLFUL j
MISCONDUCT OF ANY INDEMNITEE.IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT
BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR
CLAIM,TENANT,ON NOTICE FROM CITY,SHALL DEFEND SUCH ACTION OR PROCEEDING,
AT TENANT'S EXPENSE,BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO
CITY.THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES,COMPENSATION OR
BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE
INDEMNIFICATION OBLIGATIONS UNDER THIS PARAGRAPH 13, SUCH LEGAL
LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATIONS 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.
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14. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
VEHICLES USING THE LICENSED 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, INVITEES, 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 IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance.Tenant shall procure and maintain at all times during the License Term,in full
force and effect,a policy or policies of insurance as specified herein,which liability policy shall name the
City as an additional insured and covering all insurable public risks related to the leasing,use,occupancy,
maintenance, existence or location of the Licensed Premises. Tenant shall obtain the following insurance
coverage at the limits specified herein:
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*Commercial General Liability: $1,000,000.00 per occurrence(including
Products and Completed Operations);
In addition,Tenant shall be responsible for all insurance for any personal property of Tenant or in
Tenant's care, custody or control, if desired by Tenant. Prior to commencement of the License Term,
Tenant shall furnish City with a certificate of insurance as proof that it has obtained the types and amounts
of insurance coverage required herein. Tenant hereby covenants and agrees that not less than fifteen(15)
days prior to the expiration of any insurance policy required hereunder,it shall provide City with a new or
renewal certificate of insurance(unless Tenant is still negotiating the renewal of such insurance, in which j
event Tenant shall provide evidence prior to the scheduled expiration of Tenant's insurance policy or
policies that Tenant's existing insurance policies will continue in place beyond expiration until such
renewal,and upon the actual renewal of Tenant's insurance policies Tenant shall provide evidence of such
renewal without any lapse in coverage). In addition, Tenant shall, promptly following demand therefor,
provide City with evidence via an updated certificate of insurance that it has maintained such coverage in
full force and effect. Tenant shall maintain its insurance with underwriters authorized to do business in the
State of Texas and which are reasonably satisfactory to City.The policy or policies of insurance shall cover
all of Tenant's operations on the Licensed Premises and provide that no material changes in coverage,
including,but not limited to,cancellation,termination,non-renewal or amendment,shall be made without
thirty(30)days'prior written notice to City. Notwithstanding anything herein to the contrary,Tenant shall
be permitted to self-insure for all of Tenant's required insurance coverages without the prior written consent
of City. Any self-insured retention or other such financial responsibility for claims shall be covered directly
by Tenant in lieu of insurance.
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16. No Subrogation;Waiver of Property Claims. City and Tenant each waives any claim it
might have against the other for any damage to or theft,destruction,loss,or loss of use of any property,to
the extent the same is insured against(or self-insured against)under any insurance policy held or maintained
by City or Tenant that covers the Property, the Licensed Premises, or any fixtures, personal property or
improvements thereon, regardless of whether the negligence of the other party caused such Loss
(defined below). Additionally, City and Tenant each waives any claim it may have against the other for
any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to
endorse all applicable policies waiving tine carrier's rights of recovery under subrogation or otherwise
against the other party. As used herein,"Loss"means any injury to or death of any person or the damage
to or theft,destruction,loss,or loss of use of,any property or inconvenience.
17. Abandoned Property. Tenant's personal property not promptly removed by Tenant from
the Licensed Premises at the termination of this Agreement pursuant to Paragraph 23(a)(but not otherwise),
shall thereupon be conclusively presumed to have been abandoned by Tenant to City;provided,however,
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that City shall give Tenant written notice of any property left behind, and Tenant shall have a period of no
less than ten (10) days after receipt of such notice to remove its property before it shall be deemed
abandoned.
18. Assilnment and Sublettine. Tenant shall not(a)assign this Agreement, or any right of
Tenant under this Agreement,other than to an Affiliate(defined below)of Tenant or(b)sublet the Licensed
Premises other than pursuant to the Sublease,in each case,for consideration or no consideration, whether
voluntarily,by operation of law,or otherwise,without first obtaining City's written consent;provided that
Tenant's contractors and agents may use the Licensed Premises in accordance with the terms and provisions
hereof. Assignment(other than to an Affiliate of Tenant)will be subject to City Council approval. As used
herein, "Affiliate" means any person or entity which, directly or indirectly, through one or more
intermediaries, controls,is controlled by,or is under common control with the party in question.
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19. Repairs and Maintenance. City has no obligation to make repairs of any sort to the
Licensed Premises, and City's sole obligation hereunder with respect to the delivery and condition of the
Licensed Premises being to make the Licensed 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 Licensed Premises in a neat, clean, careful, safe, and proper manner including but not limited to any
snow and/or ice removal,and comply with all applicable laws,ordinances,orders,rules,and regulations of
all governmental bodies(state,county,federal, and municipal).Tenant shall repair any damage caused to
the Licensed Premises by Tenant,or Tenant's employees,agents,contractors or lessees,other than ordinary
wear and tear and damage or loss caused by casualty or condemnation.At the termination of this Agreement
pursuant to Paragraph 23(a) (but not otherwise), Tenant shall deliver the Licensed Premises to City in as
good a condition as the same was as of the date of the taking of possession thereof by Tenant,ordinary wear
and tear and damage or loss caused by casualty or condemnation excepted.
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20. Condemnation. If any portion of the Licensed Premises are taken by right of eminent
domain or conveyed in lieu thereof(a"Taking"),Tenant shall have the right to terminate this Agreement
as of the date of the Taking.
21. Casualty. If the Licensed Premises are materially damaged by a casualty, then Tenant
may terminate this Agreement by delivering written notice thereof to City within 60 days following the
occurrence of such casualty.
22. 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
or Tenant,essential to the rights of both parties,in which event either party shall have the right,but not the
obligation,to terminate the Agreement on ninety(90)days' written notice to the other party.
23. Default and Termination.
(a) Tenant's Default, If Tenant shall fail to perform or observe any of its obligations
hereunder then City shall provide Tenant with written notice of such default and Tenant will have a period
of thirty (30) days to cure such default. If Tenant fails to cure such default within such thirty (30) day j
period after receipt of City's default notice,then City shall have the right to terminate this Agreement and
all interest of Tenant hereunder; provided that if such failure cannot be cured within such 30-day period
and Tenant commences to cure such failure within such 30-day period, and thereafter diligently pursues
such cure to completion,then City shall not be permitted to exercise its rights under this Paragraph 23(a)
with respect thereto. 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
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rights may be exercised separately or concurrently to the extent provided by law. It is expressly agreed and
provided that a default beyond all applicable notice and cure periods by Tenant under the Lease Agreement
shall constitute an event of default of the Tenant under this Agreement entitling City, without additional
notice,to exercise any of the remedies set forth herein.
(b) City's Default. If City shall fail to perform or observe any of its obligations
hereunder then Tenant shall provide City with written notice of such default and City will have a period of
thirty (30) days to cure such default. If City fails to cure such default within such thirty (30) day period
after receipt of Tenant's default notice,then Tenant shall have the right to 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.
24. 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:
City of Fort Worth Alliance AI No. 1,LLC
Lease Management 9800 Hillwood Parkway, Suite 300
Property Management Department Fort Worth,TX 76177
900 Monroe,Suite 400 Attention: Ian Kinne
Fort Worth,TX 76102
With a copy to: With a copy to:
City Attorney Alliance AI No. 1,LLC
City of Fort Worth 9800 Hillwood Parkway, Suite 300
200 Texas Street Fort Worth,TX 76177
Fort Worth,TX 76102 Attention: Associate General Counsel
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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.
25. Audit. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration,
Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort
Worth,City may at City's sole cost and expense,at reasonable times during Tenant's normal business hours
and upon reasonable notice,audit Tenant's books and records,but only as it pertains to this Agreement and
as necessary to evaluate compliance with this Agreement.
26. Brokerane. Neither City nor Tenant has dealt with any broker or agent in connection with
the negotiation or execution of this Agreement. Tenant and City shall each release the other from all costs,
expenses,attorneys' fees, liens and other liability for commissions or other compensation claimed by any
broker or agent claiming the salve by,through or under each such party.
27. Ouiet Eniovment. Except during the continuation of a default by Tenant beyond all
applicable notice and cure periods,Tenant shall peaceably and quietly hold and enjoy the Licensed Premises
for the License Term,without hindrance from City or any party claiming by,through or under City,subject
to the terms and conditions of this Agreement.
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28. Entire Agreement. This Agreement and the Lease Agreement constitute the entire
agreement between City and Tenant relating to the use of the Licensed Premises and no prior written or
oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto.
29. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the state in which the Licensed Premises are located. The proper place of
venue to enforce this Agreement will be the county or district in which the Licensed Premises are located.
30. Amendment,This Agreement may not be amended,modified,extended,or supplemented
except by written instrument executed by both City and Tenant.
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31. Counterparts. This Agreement may be executed in several counterparts, each of which
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shall be deemed an original,but all of which shall constitute but one and the same document.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
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US 7353328v.7 H1L900/71001
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as the
day and year first above set forth.
CITY: TENANT:
CITY OF FORT WORTH ALLIANCE Al NO. 1,LLC
Jesus J.Chapa(Oct 2,202014:27 CDT) -
By: By:
Jesus J.Chapa -Dana-Bu r-ghdo€1'-- '
Deputy City Manager Assistant -Manager Name: �
Oct 2,2020 � ���
Date: Title:
Date:
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CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring al er�for an and reporting requirements.
. Mar CD n(Oct 2,202010:13 T)
Name.
Senior Land Agent,Property Management Department
Title:
Date: Oct 2,2020
APPROVED AS TO FORM AND LEGALITY.
By: Leann Guzman(Oct 2,202014:1G CDT)
Leann Guzman
Senior Assistant City Attorney j
Date: Oct 2,2020
4g44U4n�
���F FART ly 0,
ATTEST: e p d
Pvo
o a=d
By: for Ronald P.Gonzales(Oct2,202015:59 CDT) C�,�o Qo
Many Kayser aaQn�nsi Alk"4
City Secretary
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Date: Oct 2,2020
Form 1295: NA
Contract Authorization:
M&C: NA
OFFICIAL RECORD
Signature Page CITY SECRETARY
FT.WORTH, TX
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
BEING a tract of land situated in the G. Overton Survey, Abstract Number 972, Denton County, Texas,
being a portion of that tract of land described by deed to The City of Fort Worth,recorded in Instrument
Number 2015-12544, Real Property Records, Denton County, Texas, also known as Lot 1, Block 1,
American Airlines Maintenance Base,an addition to the City of Fort Worth,recorded in Cabinet A, Slide
593, County Records,Tarrant County, Texas, being more particularly described by metes and bounds as
follows:
COMMENCING at the southwest corner of said Lot 1,Block 1;
THENCE N 04058'35"E, 1805.48 feet,to the POINT OF BEGINNING;
THENCE N 10024'56"W,375.52 feet;
THENCE N 79035'05"E,290.00 feet;
THENCE S 10024'56"E,375.52 feet;
THENCE S 79°35'05"W, 290.00 feet to the Point of Beginning and containing 108,901 square feet or
2.500 acres of land more or less.
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US 7353328v.7 HIL900/71001
EXHIBIT B
LEGAL DESCRIPTION OF THE EXPANSION PROPERTY
BEING a tract of land situated in the G. Overton Survey,Abstract Number 972, Denton County,Texas,
being a portion of that tract of land described by deed to The City of Fort Worth,recorded in Instrument
Number 2015-12544, Real Property Records, Denton County, Texas, also known as Lot 1, Block 1,
American Airlines Maintenance Base, an addition to the City of Fort Worth,recorded in Cabinet A, Slide
593, County Records,Tarrant County,Texas,being more particularly described by metes and bounds as
follows:
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COMMENCING at the southwest comer of said Lot 1,Block 1; j
THENCE N 05050'08"W, 1749.45 feet,to the POINT OF BEGINNING;
THENCE N 10025'21"W,357.22 feet;
THENCE N 34000'47"E,21.23 feet;
THENCE N 79035'05"E,324.69 feet; j
THENCE S 10024'56"E,372.38 feet;
THENCE S 79°35'05"W, 339.51 feet to the Point of Beginning and containing 126,321 square feet or
2.900 acres of land more or less.
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US 7353328v.7 HIL900/71001
EXHIBIT C
OUTLINE OF THE PROPERTY, 1 PROPERTYt DEVELOPMENT
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Expansioniper", Property Development
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EXHIBIT D
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SUBLEASE AGREEMENT
Arts )+vbleaw A$7, acment ("Aureemewl") is unified Into tlit€ Sepictnhtsr _, NO)C'Eheclitie
Date")bv and K-tsvrcn ALLIANCE All NO.1,LLB.:,u 7cmu limiled Inibibly cnmpany("Rohtaradiat»9"9-
3nd'f 1•i�+lil�I,E,I�IC',.��t.alfie+mta Kc,rltaatal)fm("'+t eta"1.
11`11ERFAS, puisulttii to Ills.l-ivoi'w o%ccgnwnI 9igt14eplclri r _,21120(tlic"ViLty License"1
and the Leasr Aercernent dated Scpttmtzr 2010 ithe"C'ity/.ease ,and tage her with abc City Lircnrk,
the"Prime Lease".I.the Vitt'of Fort Worth, feats f C:1t�"}itt teasing to Subtnndlard certain real prnpmy
tinrsicting ofappteximalcly Ifix M square fret 41.5 914rr-a?of 9,futind Npace(the 1117-O KIEtE I ingethw W,1111
All IttipttSA'c{n[tttl tha can tf{lilt firm;IU llim(Colicamly.the"I.eg.Ntill Iireml+r•r"1, The 1"r qw"y Is;Inotc
p,lrlieldtirly dswtiWli tit 11101hii A a'il.a41ml llcron,("f roiretts i and t rose plshs l in Exbihit 13 aifactted
hereto: ,lid
W11F REAS,Subtenant has rcquesic I t0 Icave from Sublundlorif_and Sublundlord.9pces to lease
tit Sutttenanl,file Lu;tud Premises vn as'wrtiansc%ith div t.•.om and vinrdWiltis of this Aprs.-m m.
41'!`f%F.S NF_'1 M
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1. Premtut.`Sublandlord hemby(cases w 5ubiewrit,and 9ubirp;int lcascp,From'Sublandlnrd,
the Lemvd ltrcinisus purvuani 4o the terns of this Agiuctn ini. As inane partirulartp desE-r141cil m Paragrap}I
,14). undue tiff ;lrtutn+tcinCO during the I vmr leer+sill Subtenant use to came its he liked on ilic t.eaied
1'tttlnlsrs 'Ails harardotis lit lutti, tuhhlunecn tit nurlrluds, nr rime lit dtkl,ostt of any •iueh sub+tarwak ill
nullenals tin the I'vw' d Ncrntkcs other than a, approted by 01) and Sublandlord In mono (and
Sublandlonl'k apptmal %hall not lee unrcaxwnahly Adldieid. conduitincd or delayed). prini&A tliai the
pre;cncc.transportation.r,muk A va hundlink of fowl.crime tril and hydraulic fluids useil tut lit wired in
s cltn•Ics parkcif of op€rating tin the I.ca•kes)premise,%in comphoncw%wh till appllk aide tasks and the frank
and k•knikhlaunk Of 1'ata(:ruph 40 sill not Itr dccnwfl it 16 utlanon of ilm A picriocnt Suhicnam xttall riot rnslall
st}:n4.itthrmmng inedia,and Icttrrlop.sin file Lcmc-tl 1'trint.>sllhoul Brim tttilten ilpplmi3i 01 Cllt anJ j
Sublandlord Sublandlurd%hail nut untcasunably srthhold,.audition tit delay iv,approval titan% rigivare
(tricluding nionwoent and building stcnk tin the Lca�cd picrnttes)to Innp as the same arc in comphunce
tkith ull applicable Oq tegulauons Subienant will hake access t0 the Lewd Prenliscs-4 hours a d,rv.7
day%a sec). tiuhiatullont ogre,%u>rnit td4 Sublenaril kk tlh 4.huurs' (irint lrn6ttc in Ilic ek Vitt Strhlari4lard
dc.i.rrk tit r.••r,ts the Lca>cd.I'fcntt>CS(kill IGI Iltan tit the cJke tit ICdI OC spputcni cntcfgrn4trs} }�tnsttlttid that
Sublandlord may not unreakcinattly interior Atilt Subtcnani*4 itic of the LcascJ )'rsauacs to sccordArsec
kaith this -%gre.ruesil and Sutlewrn cttall hake the opptirtundy to pros ids a represcniabty to;tccimlpany
Suhl.indlord during the rscrcec of any such acccs-s lights Imhcr than lit site case of real or appmcm
cinctF,,enwirs i
I
I
2 Condition of Lcated (ir►ini►es Suhtcnanl utking paiscksnto al the L@akcd prrin,sck'hull
be conchm%c csidcneclhat(a)the Leaked l'reuniei arc suitable for the pur(►asas and utcs for ikluch-mine
arc Icakcd,anti 111)SLIMenam serves am and all drlms in and mil the Ltwwd Pienuses,Its appunwrtances.
:and of all for arpurleftaners thefeln. IL urlllef.etrcpl as plustklrtl In sl ih Li'.Sttttt.nanl lnkei the icasrd
1'tcmnscs and all 0ppurlcn uew*of "AN IS"eonihmon ktithoul ikatranty,t vlirrskwtl ur amplicd.on Ili,part
tit Sublatrdli nil tiuhlandliod xhall lull Ix h,ible to;fits Suhicnanl Parly ftu nlly llarltug, tit ally licirtkm lit
property ilia it)the Leas;d 11rctui4v.tit any pan of anti uppuncrunew dirwof being improperty constrwicd
ur twine tit bccornuig to dtsrcpair As used hctc►n."5uhicnatit Marti *means any of the follim trig PC im
Subicriani,am aNstgncc&ch►IrnmK by.Ihnntgh tit under 5uhtcnanu.any'.ubicnanis claiming hy,duough tkt
under Suliwikint.and any ill 11wir revlicrllte at;tnls.c(nlrlclork.aflieMl.tmplrvtws, Iiecn►ccs.Eursei;Irrd
nitii4cs "5})ltl�tldtartl(I"W,Inram,iat) of the hillosmg per.on. 1,11111andlotd,fin} a.,il;nrei%:Lim the
i
by,,IhlulJgh of under Sulilaildilwd,and anti of thcit rrspcvtttc aurrit.,runtrnerttt>,titlidcl.-and cniployccs jj
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US 7353328v.7 HIL900/71001
I
3. Lease Ternt.`]'his Agreement shall be for a term("Lease Term")of sixty-six(66)months,
commencing on October 1,2020 and expiring on March 31,2026.
4. jaZ Subtennnt will pay Sublandlord rent("Rent")to use the Leased Premises during the
Lease Term,in the following amounts for the following periods of time:
Time Period MOWN Rent
I
October 1,2020—March 31,2021 _ $3,993.00
Aprll 1,202]—March 31,2022 $35,255.00 j
April 1,2022—March 31 2023 $36,344,00 ---
__ April ],2023—March 31,2024 -- $37.615.00
Alrril 1,2024—March 31,2025 $38,743.00 -
A irit 1,2025-March 31,2026 $39,906_00
Rent is due to Sublandlord on or before the I"of each month without notice,demand,deduction or
set off by good and sufficient check drawn on a national banking association,or at either patty's election,
by electronic or wire transfer,at Sublandlord's address provided for in this Agreement or such other address
as may be spccificd in writing by Sublandlord,and shall be accompanied by all applicable state and local
sales or use taxes. 'the obligations of Subtenant to pay Rent to Sublandlord and the obligations of
Sublandlord under this Agreement are independent obligations. if a payment of pent is not received by
Sublandlord as provided herein, then after five (5) business days after receipt of written notice from
Sublandlord,such Rent shall bear interest from the date the payment of Rent was due until paid,at a per
unnum rate of interest(the"Default Rate")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.
5. Utilities and Services. Except for the installation of utility connections to the extent j
included in the Work,Sublandlord shall not furnish Subtenant with any utilities,cleaning,lighting,security,
or any other items or services for the Leased Promises. All operating costs(including,without limitation,
water,gas,heat,light,power,telephone,and other utilities and services supplied to the Leased Premises)
shall be Subtenant's sole cost and expense. If Subtenant wants or needs any utilities,cleaning, lighting,
security,or any other items or services while occupying the Leased Premises,then Subtenant shall first j
obtain permission and approval from the City and Sublandlord(and Sublandlord's approval shall not be
unreasonably withheld,conditioned or delayed)to contract,add or install any of the above items and will
be responsible for obtaining same at Subtenant's sole cost. j
i
6. Licenses and Permits. Subtenant shall,at its sole cost and expense,obtain and keep in
force during the Lease Term,and all extensions thereof,all licenses,certificates and permits necessary for
it to use the Leased Premises in accordance with applicable laws.
j
7. Alterations, Additions, Inwrovements, and Si¢naee. Except as otherwise provided
herein,Subtenant shall make no alterations on or additions to,the Leased Premises without the prior written
consent of Sublandlord and City (and Sublandlord's consent shall not be unreasonably withheld,
conditioned or delayed);provided that Subtenant may,at its sole option and expense,remove any alterations
installed by or on behalf of Subtenant at any time during the Lease Term other than the Building(defined
in Exhibit C). All alterations, additions and improvements made to or fixtures or other improvements
placed in or upon the Leased Promises not removed therefrom prior to the end of the Lease Term shall be
deemed a part of the Leased Premises and the property of Sublandlord at the end of the Lease Teti. All
such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the
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US 7353328v.7 HIL900/71001
Leased Premises as a part thereof at the termination of this Agreement unless otherwise requested by
Subltmdlord in writing.
8. Vehicle Maintenance.Subtenant shall have the right to perform,on the Leased Premises,
maintenance and repairs of vehicles in accordance with the terms and conditions of tlus Agreement. All
such services Shull be performcd in accordance with applicable environmental laws and Subtenant agrees
to be responsible for any damages and clean-up associated with any spill,release, or other discharge of
hazardous materials on the Leased Premises to the extent caused by a Subtenant Party.
9. Indemnity,
(a) SUBJECT TO SECTION 12,SUBTENANT SHALL AND DOES AGREE TO
INDEMNIFY,PROTECT,DEFEND AND HOLD HARMLESS SUBLANDLORD,SUBLANDLORD'S
OFFICERS,AGENT'S,SERVANTS,AND EMPLOYEES(COLLECTIVELY,"INDEMNI'I'EES")FOR,
FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS,
CAUSES OF ACTION, SUIT'S, JUDGMENT'S AND EXPENSES (INCLUDING REASONABLE
COURT' COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE COSTS OF
INVESTIGATION),OF ANY NATURE,KIND OR DESCRIPTION TO THE EXTENT ARISING OR
ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE
TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY (i)THE NEGLIGENCE, GROSS j
NEGLIGENCE, OR WILLFUL MISCONDUCT OF ANY SUBTENANT PARTY OR (ii) ANY
BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF SUBTENANT UNDER
THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), IN ALL CASES EXCEPT TO THE
EXTENT ARISING OUT OF OR RESULTING FROM Tl IE SOLE OR GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY INDEMNITEE. SUBJECT TO SECTION 12,IF SUBLANDLORD
IS FOUND TO 13E PARTIALLY NEGLIGENT"BY A COURT'OF COMPETENT JURISDICTION IN A
FINAL, NON-APPEALABLE JUDGMENT, SUBLANDLORD SHALL BE RESPONSIBLE FOR
PAYING ITS PROPORTION OF THE APPLICABLE DAMAGE AWARD, CALCULATED USING
THE PERCENTAGE OF SUBLANDLORD'S NEGLIGENCE AS DETERMINED BY SUCH COURT.
IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE
IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,SUBTENANT,ON NOTICE FROM
SUBLANDLORD, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT SUBTENANT'S
EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO
SUBLANDLORD. THIS INDEMNIFICATION SIIALL NOT BE LIMITED TO DAMAGES,
COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS'
COMPENSATION ACTS,DISABILITY BENEFIT ACTS OR OTI IER EMPLOYEES'BENEFIT ACTS.
This indemnity provision shall survive termination or expiration of this Agrocmcat.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
1lE1tEAFT'ER IN EFFECT AND AFFECTING TnE VALIDITY OR ENFORCEABILITY OF 'L'11E
INDEMNIFICATION OBLIGATIONS UNDER THIS PARAGRAPH 9,SUCH LEGAL LIMITATIONS
ARE MADE A PART OF THE INDEMNIFICATION OBLIGATIONS AND SHALL OPERATE 1'0
AMEND THE INDEMNIFICATION OBLIGATION I'D THE MINIMUM EXTENT NECESSARY'r0
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH
LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL
CONTINUE 1N FULL FORCE AND EFFECT.
10. Walver of Liability ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
VEIRCLES USING THE LEASED PREMISES,WHETHER PURSUANT TO TIIIS AGREEMENT OR
OTHERWISE SHALL BE AT THE RISK OF SUBTENANT ONLY,AND NO INDEMNITEES SHALL
BE LIABLE FOR ANY LOSS OR TILEFT OF OR DAMAGE TO PROPERTY OF ANY SUBTENANT
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US 7353328v.7 HIL900/71001
PARTY OR TO OTHERS,REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO
SUBLANDLORL)OR ANY AGENT OR REPRESENTATIVE OF SUBLANDLOR.D OR SUCH LOSS
OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTFIER CAUSE OF
WHATSOEVER NATURE, UNLESS DUE TO THE SOLE OR GROSS NEGLIGENCE OF ANY
1NDEMNiTEE.
11, Insurance.Subtenant shall comply with the insurance requirements set forth in Exhibit D
attached hereto.
12. No Subroeation,Walver of Properiv Claims, Sublandlord and Subtenant each waives
any claim it might have against the other for any damage to or theft,destruction,loss,or loss of use of any
property,to the extent the same is insured against(or self-insured against)under any insurance policy held
or maintained by Sublandlord or Subtenant that covers the Leased Premises, or any fixtures, personal
property or improvements thereon,regardless of whether the negligence of the other party caused such
Loss(defined below). Additionally,Sublandlord and Subtenant each waives any claim It may have against
the other for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance
carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or
otherwise against the other party. Notwithstanding any provision in this Agreement to the contrary,
Sublandlord,its agents,employees and contractors shall not be liable to Subtenant or to any party claiming
by,through or under Subtenant for(and Subtenant hereby releases Sublandlord and its servants,agents,
contractors,employees and invitees from any claim or responsibility for)any damage to or destruction,
loss,or loss of use,or theft of any property of any Subtenant Party located in or about the Leased Premises,
caused by casualty, theft, fire, third parties or any other matter or cause, regardless of whether the
negligence of any party caused such loss in whole or in part, Subtenant acknowledges that Sublandlord
shall not carry insurance on,and shall not be responsible for damage to,any property of any Subtenant
Putty located in or about the Leased Premises. Notwithstanding anything to the contrary in this Agreement,
Sublandlord shall not be liable to Subtenant,and Subtenant hereby waives and releases all claims against j
Sublandlord and its representatives and agents,for any damages arising from any act,omission or neglect
of any other patty in the Leased Premises and in no event shall Sublandlord or its representatives and agents
be liable for any injury or interruption to Subtenant's business or any loss of income therefrom under any
circumstances. As used herein,"Lass"means any injury to or death of any person or the damage to or j
theft,destruction,loss,or loss of use of.any property or inconvenience.
13, Abandoned Prouerty.Subtenant's personal property not promptly removed by Subtenant
from the Leased Premises at the termination of this Agreement,whether termination shall occur by the
lapse of time or otherwise,shall thereupon be conclusively presumed to have boon abandoned by Subtenant
to Sublandlord;provided,however,that Sublandlord shall give Subtenant written notice of any property j
left behind,and Subtenant shall have a period of no less than ten(10)days after receipt of such notice to
remove its property before it shall be deemed abandoned.
I
14. Assienment and Sublettine.Subtenant shall not assign,sublet nor otherwise transfer any
of Subtenant's rights under this Agreement nor permit any person(other than Subtenant and its agents and
employees)or entity to use the Leased Premises or any portion thereof without the prior written approval
of City and Sublandlord(and Sublandlord's approval shall not be unreasonably withheld,conditioned or
delayed). Any such attempt to assign or transfer without City's and Sublandlord's prior written approval
shall be void and of no effect.
15. Repairs and Maintenance,Sublandlord has no obligation to make repairs of any sort to
the Leased Premises,and Sublandlord's sole obligation hereunder with respect to the delivery and condition
of the.Leased Promises being to make the Leased Premises available to Subtenant in accordance with and
subject to the covenants,restrictions and limitations set forth herein.Subtenant shall,at its expense,use and
I
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US 7353328v.7 HIL900/71001
maintain the Leascd Piemiwe rrr II neat,cleott.caretnl,safes and proper nnnuer includiiii-,btu not limilcd to
airy Smnlwand'ur ice IcnrovaI.untl comply with III npplic all lc low,.ordinances.orders,rules.and regu Ill l its s
of al l govcrnmetnal bodies(slide,county,fedcml,and municipah.Subtenum shall repair any daninge caused
to the I,urscd l'rcnriscs by nay Sublcnanl Party,olhrr Ibnn ordiuu y wain Ind tear and dutuagc or Inss'Caused
by casualty or condemnation.At the ternninauon ol"Ibis Agreement,tVhctlwr by lapse of time or odtarwise.
sublellaiit slildl deliver the Leased Premises to.5ttbhpuhlurd in substutitiall) the wrote condition as of the
dine of the liking of Ill sscssion Ibewof by Subtcnunt.ordinary Ivetn and leer and tilt III lit loss caused by
casually ar condo nuratinn excelnod.
10, Condemnation.
(n) 'I'Mal'1'nkine. If the entire Leased Premises are taken byrighl of earincnl domain
or conveyed in licit flivivuf(a"Taking').this Agreement shall tcrninnte as or the dale of the Taking.
(b) Pnt'tltd'I eking-Stdtteminl'S Rights. II'auy purl nl'the Lensed I'temises becomes
subieet its it faking❑nd such'l aking Ntrill prevent Subtenatl tronn conducting on it permanent basis its f
business in tiie Loused Prcnnibcs in it tluuncr Ivasuntbly congntrdile to Ihtrl conducted iuullvditriely,ticrulc
such Taking,then Subtenunt may terminate this Aurceutenl as of'tile(tale ofsuch Faking by giving written
notice to Sublandlord within thirty 1301 days atiar the Taking.and Kent shall be apportioned as of nhc little
of such faking. II'Subtenam dues not terntinue this Agncenwnt,then Rent shall be abated on it reasonably
basis as to that portion of the Lensed Premises subject to the Taking.
(c) Partial Taking-Sublandlord's Rights. If any material portion,but less than all,
of the Leased Premises becomes subject to a Taking,then Sublandlord may terminate this Agreement by
delivering written notice thereof to Subtenant within thirty(30)days after such'faking,and Rent shall be
apportioned as of the date of such'faking. if Sublandlord does not so terminate this Agreement,then this
Agreement will continue,but if any portion of the Leased Premises has been taken,Rent shall abate as
provided in the last sentence of Section 16(b).
17. Casualty.
(u) Repair Estimate. If the Building is damaged by fire or other casualty (a
"Casualty"),Subtenant shall inunediately give written notice to Sublandlord of the stone,and Sublandlord
shall,within sixty(60)days after such Casualty(or,if later, after Sublandlord's receipt of Subtenant's
notice of such Casualty),deliver to Subtenant a good faith estimate(the"Damage]Notice')of the time
needed to repair damage to the Building caused by such Casualty.
(b) Subtenant's Rights. If the Building is damaged by Casualty such that Subtenant
is prevented from conducting its business therein in a manner reasonably comparable to that conducted
immediately before such Casualty and Sublandlord estimates that the damage caused thereby for which
Sublandlord is responsible to repair under this Agreement pursuant to Section 17(d) below cannot be
repaired within one your after the commencement of repairs(the"Repair Period'),then Subtenant may
terminate this Agreement by delivering written notice to Sublundlord of its election to terminate within
thirty(30)days after the Damage Notice has been delivered to Sublenant.
(c) Sublandlord's Rights. Ifa Casualty occurs and(1)Sublandlord estimates that the
damage cannot be repaired within the Repair Period,(2)the damage exceeds 50%of the replacement cost j
thereof(excluding foundations and footings),as estimated by Sublandlord,and such damage occurs dining
the last two years of the Lease Term,(3)regardless of the extent of damage,the damage is not fully covered
by Sublandlord's insurance policies or Sublandlord snakes a good faith determination that restoring the
I
damage would be uneconomical,or(4)Sublandlord is required to pay any insurance proceeds arising out j
D-5
US 7353328v.7 HIL900/71001
of the Casualty to City,then Sublandlord may terminate this Agreement by giving written notice of its
election to terminate within thirty(30)days after the Damage Notice has been delivered to Subtenant
(d) fteaair Obligation. If neither parry elects to terminate this Agreement following
a Casualty,than Sublandlord shall,within a reasonable time after such Casualty,begin to repair the Building
and shall proceed with reasonable diligence to restore die Building to substantially the same condition as it
i
existed immediately before such Casualty;however,Sublandlord shall not bo required to repair or replace
any improvements, alterations or betterments in the Building (which shall be promptly and with due
diligence repaired and restored by Subtenant at Subtenant's sole cost and expanse) or any fumiture,
equipment,trade fixtures or personal property of Subtenant or others in the Building,and Sublandlord's
obligation to repair or restore the Building shall be limited to the extent of the insurance proceeds actually
received by Sublandlord therefor. If this Agreement is terminated under the provisions of this Paragraph
17,Sublandlord shall be entitled to the full proceeds of the insurance policies providing coverage for all
alterations,improvements and betterments in the Subleased Premises (and, if Subtenant has failed to
maintain insurance on such items us required by this Agreement, Subtenant shall pity Sublandlord an
amount equal to the proceeds Sublandlord would have received had Subtcnant maintained insurance on
such items as required by this Agreement).
(a) Waiver of Statutory Provisions. The provisions of this Paragraph 17 shall
constitute Subtenant's sole and exclusive remedy in the event of damage or destruction to the Leased
Premises,and Subtenant waives and releases all statutory rights and remedies in favor of Subtenant in the
event of damage or destruction.
18. Severnbillh.If any clause or provision ofthis 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 Lease'Penn,the intention of the parties hereto is that this Agreement will be
modified to the minimum extent possible to make legal,valid or enforceable the affected provision of this
Agreement,and the remaining parts of this Agreement shall not be affected thereby.
19. Events of Default. Each of the following occurrences shall be an"Event of Default":
(a) Payment.Default. Subtenant's failure to pay any amount due hereunder within
five(5)days after Sublandlord has delivered written notice to Subtenant that the same is due;
(b) Prohibited Pavmems. Subtenant becomes an entity from which Sublandlord is
legally prohibited from accepting Rent payments or otherwise transacting business;
(c) Failure to 'fake Possession: Abandonment. Subtennnt (1) fails to take
possession of the Leased Premises when tendered by Sublandlord,or(2)abandons or vacates the Leased
Premises or any substantial portion thereof:
(d) Estonnel:Subordination:Attornment. Subtenant fails to provide any estoppel
certificate or documentation regarding the subordination of this Agreement or Subtenant's attornmenl
obligations hereunder after Sublandlord's written request therefor pursuant to Section 23 or Section 34(b), j
and such failure shall continue for five (5) days after Sublandlord's second written notice thereof to
Subtenant;
(e) Insurance. Subtonant fails to procure and maintain the insurance policies and
coverages required under Exhibit D or Subtenant fails to deliver to Sublandlord(within two business days
after Sublandlord's demand therefor)evidence of such insurance policies and coverages as required under
Exhibit D
III
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US 7353328v.7 HIL900/71001
i
i
i
(f) Mechanic's Liens. Subtenant fails to pay and release of record, or diligently
contest and bond around,any mechanic's lien filed against the Leased Premises for any work performed,
materials furnished,or obligation incurred by or at the request of Subtenant,within ten(10)days of written
notice From Sublandlord;
(g) Unuermitted Transfer. Subtenant shall transfer this Agreement or Subtenant's
interest therein except as expressly permitted in this Agreement;
i
(h) Other Defaults. Subtenunt's failure to perform,comply with,or observe tiny other
agreement or obligation of Subtenant under this Agreement and the continuance of such failure for a period
of more than thirty(30)days after Sublandlord has delivered to Subtenant written notice thereof,provided
that if the nature of Sublenant's failure is such that more than thirty(30)days are reasonably required for
its cure,then an Event of Default shall not have occurred if Subtenant commences such cure within said
thirty(30)-day period and thereafter diligently prosecutes such cure to completion, unless it is not fully
cured by the earliest of(a)thirty(30)additional days after the expiration of the initial thirty(30)-day period,
(b)the date that is five(5)business days prior to Sublandlord being in default of the Prime Lease,or any
agreement between Sublandlord and any third party,as a result of Subtenant's failure under this Agreement,
or(c)the expiration of the Lease"Ferny or
(i) Insolvency. The filing of a petition by or against Subtenant(the term"Subtenant"
shall include,fo•the purpose of this Paragraph 19,any guarantor of Subtenant's obligations hereunder)
(1)in any bankruptcy or other insolvency proceeding; (2)seeking any relief under any state or federal
debtor relief law;(3)for the appnintment of a liquidator or receiver for all or substantially all of Subtenant's
property or fo'Subtenant's interest in this Agreement; or(4)for the reorganization or modification of
Subtenant's capital structure.however,if such a petition is filed against Subtenant,then such filing shall
not be an Event of DeFault unless Subtenant fails to have the proceedings initiated by such petition
dismissed within ninety(90)days after the filing thereof.
20. Remedies. Upon any Event of Default,Sublandlord may,in addition to all other rights
and remedies afforded Sublandlord hereunder or by law or equity,take any one or more of the following
actions:
(a) Termination of Lease. Terminate this Agreement by giving Subtenant written
notice thereof,in which event Subtenant shall pay to Sublandlord the sure of(1)all Rent accrued hcreunder
through the date of termination,(2)all amounts due under Section 21(a),and(3)an amount equal to(but
in no event less than zero) (a) the total Rent that Subtenant would have been required to pay for the
remainder of the Lease Tenn discounted to present value at a per annum rate equal to the Prime Rate
(defined below)on the date this Agreement is terminated minus one percent,minus(b)the then present fair
rental value of the Leased Premises for such period,similarly discounted. As used heroin,"Prime Rate"
means die"Prime Rate"as published on the date in question by The Walt Street Journal in its listing of
"Money Rates;
(b) Termination of Possession. Terminate Subtcnant's right to possess the Leased
Premises without terminating this Agreement by giving written notice thereof to Subtenant,in which event
Subtcnant shall pay to Sublandlord(1) all Rent and other amounts accrued hereunder to the date of
termination of possession,(2)all amounts due fi•om time to time under Section 21(a),and(3)all Rent and
other net sums required hereunder to be paid by Subtenant during the remainder of the Lease "Perm,
diminished by any net sums thereafter received by Sublandlord through reletting the Leased Premises j
during such period, after deducting all costs incurred by Sublandlord in reletting the Leased Premises.
Sublandlord shall not be liable for,nor shall Subtenant's obligations hereunder be diminished because of,
Sublandlord's failure to relet the Leased Premises or to collect rent due for such reletting. Subtenant shall
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US 7353328v.7 HIL900/71001
i
not be entitled to(lie excess of any consideration obtained by reletting over the Rent due hereunder. Reentry
by Sublandlord in the Leased Premises shall not affect Subtenant's obligations hereunder for the unexpired
form;rather,Sublandlord may,from lime to time,bring an notion against Subtenant to collect amounts due
by Subtcnant,without the necessity of Sublundlord's waiting until the expiration of the Lease Term. Unless
Sublandlord delivers written notice to Subtcnant expressly stating that it has elected to terminate this
Agreement,all actions taken by Sublandlord to dispossess or exclude Subtenant fl-om the.Leased Promises
shall be deemed to be taken under this Paragraph 20(b). If Sublandlord elects to proceed under this
Paragraph 20(b),it may at any time elect to terminate this Agreement under Paragraph 20(a);or
(c) Perform Aces nn Behall'of Subtenant. Perform any act Subtcnant is obligated
to perform under the terns of this Agreement(and enter upon the Leased Premises in connection therewith
if necessary)in Subtenant's name and on Subtenant's behalf,without being liable for any claim for damages
therefor,and Subtenant shrill reimburse Sublandlord on demand for any out-of-pocket expenses which
Sublandlord may incur in thus effecting compliance with Subtenant's obligations under this Agreement
(including collection costs and legal expenses),plus interest thorcon at the Default Rate.
21. Payment by Subtenant:Non-Waiver;Cumulative Remedies.
(a) Payment by Subtenant. Upon any Event of Default, Subtcnant shall pay to
Sublandlord all amounts, costs, losses and/or expenses incurred, abated or foregone by Sublandlord
(including court costs and reasonable attorneys' fees and expenses) in (1) obtaining possession of the
Leased Prcmiscs,(2)removing,storing and/or disposing of Subtennnt's or any other occupant's property,
(3)repairing,restoring,altering,remodeling,or otherwise putting the Leased Premises into the condition
required by market conditions then prevailing so as to be reasonably acceptable to a new tenant, as
determined in Sublandlord's solo discretion,(4)if Subtenant is dispossessed of tine Leased Promises and
this Agreement is not terminated,reletting all or any part of the Leased Premises (including brokerage
commissions,eosr of tenant finish work to the extent allocable to the portion of the Lease Tenn remaining
as of the date of such reletting(with such costs amortized at the DefaultRate over theternt of such roletting],
told other costs incidental to such reletting),(5)performing Subternant's obligations under this Agreement
which Subtenant failed to perform,(6) enforcing,or advising Sublandlord of, its rights,remedies, and
recourses arising out of the default, and (7) secuting this Agreement, including all commissions,
allowances,reasonable attorneys'fees,and if this Agreement or any amendment hereto contains any abated
Rent granted by Sublandlord as an inducement or concession to secure this Agreement or amendment
hereto,the full amount of all Rent so abated(and such abated amounts shall be payable immediately by
Subtenant to Sublandlord, urithout any obligation by Sublandlord to provide%witten notice thereof to
Subtenant, and Subtenam's right to any abated rent accruing following such Event of Default shall
immediately terminate).
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(b) No Waiver. Sublandlord's acceptance of Rent following an Event of Default shall
not waive Sublandlord's rights regarding such Event of Default.No waiver by Sublandlurd of any violation
or breach of any of the terms contained herein shall waive Subluudlord's rights regarding any future
violation of such tern. Sublandlord's acceptance of any partial payment of Rent shall not waive
Sublandlord's rights with regard to the remaining portion of the Rent that is due, regardless of any
endorsement or other statement on any instrument delivered in payment of Rent or any ivriting delivered in
connection therewith; accordingly, Sublandlord's acceptance of a partial payment of Rent shall not j
constitute an accord and satisfaction of the full amount of the Rent that is due.
(c) Cumulative Remedies. Any and all remedies set forth in this Agreement: (1)
shall be in addition to tiny and all other remedies Sublandlord may have tit lit",or in equity,(2)shall be
cumulative,and(3)may be pursued successively or concurrently as Sublandlord may elect. 'file exercise
of any remedy by Sublandlord shall not be deemed an election of remedies or preclude Sublandlord from
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exercising any other remedies in the future. Additionally, Subtenant shall defend, indemnify and hold
harmless Sublandlord,Sublandlord's mortgagee and their respective representatives and agents from and
against all third party claims, demands, liabilities,causes of action, suits against Sublandlord, and any
resrdting judgments,damages and expenses(including reasonable attorneys'fees)incurred by Sublandlord
arising from Subtenant's failure to perform its obligations under this Agreement.
(d) Mitigation of Wilmse. The parties agree any duty impusod by law ore
Sublandlord to mitigate damages after a default by Subtenant under this Agreement shall be satisfied in full
if Sublandlord uses reasonable efforts to lease the Leased Premises to another tenant (a "Substitute
Tenant")in accordance with the following criteria: (A)Sublandlord shall have no obligation to solicit or
entertain negotiations with tiny Substitute Tenant for the Leased Premises until sixty(60)days following
the date upon which Sublandlord obtains full and complete possession of the Leased Premises,including
the relinquishment by Subtenant of any claim to possession of the Leased Premises by written notice from
Subtenant to Sublandlord;(B)Sublandlord shall not be obligated to lease or show the Leased Premises un
it priority basis or offer the Leased Promises to nay prospective tenant when similar space is or soon will
be available for lease or sublease by Sublandlord or its affiliates;(C)Sublandlord shall not be obligated to
lease the Leased Premises to a Substitute Tenant for less than the current fltir market valuo of the Leased
Promises,as determined by Sublandlord in its sole discretion,nor will Sublandlord be obligated to enter
into a new lease for the Leased Premises under other terns and conditions that are unacceptable to
Sublandlord under Sublandlord's tbcn•current leasing policies;(D)Sublandlord shall not be obligated to
enter into it lease with a Substitute Tenant: (1) whose use would violate any restriction, covenant or
requirement applicable to the Leased Promises;(2)whose use would adversely affect the reputation of the
Property or Sublandlord; (3) whose use would require any addition to or modification of the Lensed
Premises,Building or Property in order to comply with applicable law,including building codes;(4)who
does not have,in Sublandlord's sole opinion,the creditworthiness to be an acceptable tenant;(5)that is a
governmental entity,or quasi-governmental entity,or subdivision or agency thereof,or any other entity
entitled to the defense of sovereign immunity;(6)that does not meet Sublandlord's reasonable standards
for tenants of tite Property or is otherwise incompatible with the character of the Property,as reasonably
determined by Sublandlord;(7)whose use does not comply with the uses permitted under this Agreement;
or(8)whose use or occupancy would result in an increase in the insurance premiums for the Property;and
(E)Sublandlord steal I not be required to expend any amount of money to alter,remodel or otherwise make
the leased Premises suitable for use by a Substitute'Tenant unless: (1)Subtenant pays any such amount to
Sublandlord prior to Sublandlord's execution of a lease with such Substitute Tenant(which payment shall
not relieve Subtenant of any amount it owes Sublandlord as a result of Subtenant's default under this
Agreement); or (2) Sublandlord, in Sublandlord's solo discretion, determines any such expenditure is
financially prudent in connection with entering into it lease with the Substitute Tenant.
22. Holdins Over. If Subtenant fails to vacate the Leased Premises at the cud of the Lease i
Term,then Subtenant shall be a tenant at suffcrtntce and,in addition to all other damages and remedies to
which Sublandlord may be entitled for such holding over,Subtenant shall pay,in addition to the other
amounts payable hereunder,Rent equal to 150%of the Rent payable during the last month of the Lease
'Perm,and Subtenant shall otherwise continue to be subject to all of Subtenant's obligations under(his
Agreement. 'I'hc provisions of this Paragraph 22 shall not be deemed to limit or constitute a waiver of any
other rights or remedies of Sublandlord provided herein or at law. If Subtenant fails to surrender the Leased
Premises upon the termination or expiration of this Agreement, in addition to any other liabilities to
Sublandlord accruing therefrom,Subtenant shall protect,defend,indemnify and bold Sublaudlord harmless
from all loss,costs(hncluding reasonable attorneys'fees)and liability resulting from such failure,including
tiny claims made by any succeeding tenant founded upon such failure to surrender,and any lost profits or
other consequential damages to Sublandlord resulting therefrom.
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23. Tsta11pe1 Certsficares. Fioni tune to tinhe,Subtenaut shall flvnilli to any pan,desi$lhated
by Salandh%d,tsititin tm(10)days after Sublandlord has made n request tlierefor..1 ceitifieate sh¢tled by
Subteaiahu confine no and Cnivaiiliits such factual certifhcatians and relvresemationr as So thn Ametntear
a,SublindUnd thee}tea,1=bls'teilm-1.
24 \ cc. Arty notice htionxider mu5i be to wtitina Notico deposited or tit Vy ii'14omally
recomiud ovehnio-lit courier senice.such n,.but not limited to.Federal Express,by certified nail nith
renirn a Ceipt rt!pte;tsd, or by txprt,, ruail properly iddrts"d, postage paid steals be eiltcti4vr upCu
deposit_ Notice 1eivem in aay other mtotmer herein shall be effective upon heceipt at the addiiers of the
addie;see,Fox ptttpvw-s ofomice.the addri%tn of the pantie;tJ1all.umfess ctuuged a,tirrciaaftex provided.
be as follow-';
To 5uKwdlordt To Subtenant:
Alliance Al No.1_LLLC TuSisupte,Inc.
pSQQmlvr,,0d Pask'va'n•,Stlite 300 ?141 Cotvtse Centre of,$ut(e 600
Fon Knuth.TX 76177 Snn Diego.CA 92122
Arellliew Tan XvIne Atteutioa:let tt'lnte
Willi a caps•to: With a copy to:
Athauce Ad tutu: L LLC TuSimple.Inc
990DHillwood Patk-%va}•,Suite 300 9191 Towne Ceatse Di-,Suite ti00
F.vrt NVorth,T.'76177 Sam Diego.CA 92 121
Artentiou:As:oriste heat i-al Coua.el Attention:Annie Cook
For pmpnent of Rear_
Allhatice Al NO,1,aC
9SOD Hill wood PArh;,►ti.State 30D
Foil Worth.7176177
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The patties itemio shall have the c.ntinuiq light to&aaire thee•ieTecrive nddters by pnsin?Al least ten
(10)(1pL,'�'Otsae to ttse antes pa,n`•
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?5. C'ottfdrrttialih'. P fritiiteis besets'ttt,lde to t11r Confidwisahty glermt M•Haled April j
1.2020(the-.C"oyfidr.nHQLvL Agrtement')by Subtenant and Hiliwood Fntetlirtse=,.LP,an affiliate of
SubLa lmd, Subiaucflord and 'Subtenant ogee Utat teniu and rc4 t9iticct, of This.`1gr atlextt<1,n7S be
confidential on the same tetins (n applicable to the "lnfohuhmdow* (as defined in the Cotili;iesitiahty
A;fewimt). 'Thu Section 25 &MI nw-%tive eviratieu of temunation of thi, Aereesneut and the
Cotifidemtialitti'Agt>•ehaieat. I'
26, prtriYnirtation of CllnrQes, Subtaadlotd and St161emant egret that each pioitisicKt of this
Agreement for detetthtiairig charges.and anhotutL payable by Subtenant(including ptoti-aons recanting
hint)is Cw.Arueseiall!i:eawanvble and,as to each sucli cWtige M aulow,C-4710(ituxel a vats ntent of>
anheuct of the charge iof s method by which the chniee is to be compiled for p<uposes of Section 93 012 of
the Te=Piopft Cede.
27. 10 C'on5tiucdoa L'outract. Sublaudloid and Subletmat acLnowledge:and agree that 11us
Agreemeut,itichWimg,rh e2dubirs a part hereof.i-,out a cou,ittutioa t:oatntct or nn tteaeetiiettt collatet tl io
Ox affecloi2 a Construction ction Conti act,
2S. Prollibited Persons and71-ati icdons. Sublenanttepreseitts and uarrautstoSubland)aid
it iy vol.and covenanz and iigrees t11.at it i%.ill not become,o periOR m entity Mth whore V.S,petom, or
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entities are restricted from doing business under regulations of the Office of Foreign Assets Control
("OFAC")of the Department of the Treasury(including those named on OFAC's Specially Designated
Nationals and Blocked Persons List)or under any statute,executive order(including the September 24,
2001, Executive Order Blocking Property and Prohibiting 'rransactions with Persons Who Commit,
Threaten to Commit,or Support Terrorism),or other governmentnl action,and Subtenant covenants and
agrees that it will not transfer this Agrcemcnt to any such persons or entities(arid any such transfer shall be
void).
29. Waiver of Consumer Rights. Subtenant hereby waives all Its rights under the Texas
Deceptive Trade Practices-Consumer Protection Act,Section 17.41 et seq.of the Texas Business and
Commerce Code,a law that gives consumers special rights and protections. After consultation with
an attorney of Subtenant's own selection,Subtenant voluntarily adopts this waiver.
30. Brokersae. Neither Sublandlord nor Subtenant has dealt with any broker or agent in
connection with the negotiation or execution of this Agreement. Sublandlord and Subtenant shall each
indemnify the other against uil costs,expenses,attorneys'fees,liens and other liability for commissions or
other compensation claimed by any broker or agent claiming the same by, through or under the
indemnifying parry.
31. Sublandlord Transfer. Sublandlord may transfer any portion of its rights under this
Agreement. If Sublandlord assigns its rights under this Agreement, then Sublandlord shall thereby be
released from any furtbor obligations hereunder arising after the date of transfer,provided that tho assignee
nnssumcs in writing Sublandlord's obligations hereunder arising from and after the transfer date.
32. Subiandlord's Liability. The liability of Subinndlord (and its successors, partners,
shareholders or members)to Subtenant(or tiny person or entity claiming by,through or under Subtenant)
for any default by Sublandlord under the terns of this Agreement or any matter relating to or atising out of
the occupancy or use of the Leased Premises shall be limited to Subtenant's actual direct, but not
consequential,damages therefor and shall be recoverable only from the amount which is equal to the equity
intcrest of Sublandlord in its lcasohold interest in the Leased Premises. Further, Sublandlord(and its
successors,partners,shareholders or members)shall not be personally liable for any deficiency,and in no
event shall any liability hereunder extend to any sales or insurance proceeds received by Sublandlord(or
its successors,partners,shareholders or members)In connection with the Leased Premises. Additionally,
Subtenant hereby waives its statutory lien under Section 91.004 of the Texas Properly Code.The provisions
of this Paragraph shall survive the expiration or earlier termination of this Agreement.
33. Consent ofCity. This Agreement is expressly conditioned on delivery to Subtenant of the
fully executed Prime Lease,which contains City's consent to this Agreement.
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34. Subordination:Prime Lease lncorvorated.
(u) This Agreement shall be subordinate to any deed of trust, mortgage, or other
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security instrument,or any ground lcusc,master lease,or primary lease(including the Prime Lease),that
now or hereafter covers all or any part of the Leased Premises.
(b) The provisions of the Prime Lease are,except as otherwise herein specifically
provided,hereby incorporated in this Agreement with the same effect as if entirely rewritten herein,and
shall fix the rights and obligations of the parties hereto with respect to the Leased Premises with the same
effect as if Sublandlord and Subtenant were,respectively,"City"(as landlord or licensor,as applicable)
and "Subtenant" (as tenant or licensee, as applicable) named in the Prime Lease. Subtenant hereby
covenants to perform the covenants and undertakings of Sublandlord as tenant or licensee,as applicable,
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under the Prime Lease to the extent the same rare applicable to the Leased Premises during the term of this
Agreement,and agrees not to do or permit to be done any act which shall result in a violation of any of the
terms and conditions of said Prime Lease. This Agreement is subject and,as described above,subordinate
in all respects to said Prime Lease.Subtenant acknowledges that it has received a copy of the Prime Lease.
'this Agreement shall terminate upon any termination of the Prime Lease (other than the scheduled
expiration of the City License,at which point the City Lease shall commence),unless Sublandlord elects
in writing, to cause Subtenant to attorn to and recognize City as the landlord under this Agreement.
Notwithstanding anything to the contrary set forth in this Paragraph 34(b), (1)in the event of tray
inconsistency or redundancy between this Agreement and the Prime Lease,the terms of this Agreement
shall control for all purposes,(2)to the extent any particular matter is addressed in this Sublease(e.g.,
obligations of Subtenant with respect to payment ofrent,malrtcnancc and repair,insurance,among others),
the terms of this Sublease shall be deemed to supersede the terms of the Prime Lease as between
Sublandlord and Subtenant,and(3)any terns of the Prime Lease that are by their nature or by context not
relevant or intended to be applicable to Subtenant or Subtenont's occupancy of the Leased Premises(e.g.,
termination or extension options)shall not be deemed to apply to Subtenant,including,without limitation,
the following: Paragraph 6 of the City Lease ('Termination Option), Paragraph 11 of the City Lease
(improvements),Paragraph 25 of the City License and City Lease(Audit).
The provisions of this Paragraph 34 shall be self-upemtive and no further instrument of subordination shall
be required: however, in confirmation of such subordination or Subtenant's attonnnent obligations,
Subtenant shall execute and return to Sublandlord(or such other party designated by Sublandlord)within
ten(10)days after written request therefor such documentation,in recordable form if required,as a may be
reasonably request to evidence the subordination of this Agreement to the Prime Lease and Subtenant's
obligation to attorn to and recognize City as the landlord under this Agreement if Subiandlord so elects.
35. Net Lease. The Rent shall be paid in addition to and over and above till other payments to
be made by Subtenant pursuant to this Agreement,it being the intention and purpose of this Agreement that
the Rent shall be absolutely not to Sublandlord so that this Agreement shall yield net to Sublandlord the
Rent,and that all costs,expenses,and obligations of every kind and nature whatsoever relating to the Leased
Premises which may arise or become due during the Lease Tem shall be paid and discharged by Subtenant.
36. 114arketine. Subtenant acknowledges and agrees that Sublandlord and Sublandlord's
affiliate may include Subtenant's name and logo in marketing materials for developments owned,leased or
operated by Sublandlord or Sublandlord's affiliate,for the limited purpose of informing third parties that
Subtenant is occupying the Leased Premises.
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37. Ouiet Endowment.Except during the continuatiun of a default by Subtenant beyond all
applicable notice and cure periods, Subtenant shall peaceably and quietly hold and enjoy the Leased
Premises for the Lease Tern,without hindrance from Sublandlord or any party claiming by,through or
under Sublandlord,subject to the terms and conditions of this Agreement.
38. Entire.Agreement;Arms'-Lenglh Negotiation;No Reliance.This Agreement and the
Confidentiality Agreement constitutes the entire agreement between Sublandlord and Subtenant relating to
the use of the Leased Premises and no prior written or oral covenants or representations relating thereto not
set forth herein shall be binding on either party hereto. Except for those set forth in this Agreement and the
Confidentiality Agreement,no representations,warranties,or agreements have been made by Sublandlord
or Subtenant to the other with respect to this Agreement or the obligations of Sublandlord or Subtenant in
connection therewith. Sublandlord and Subtenant agree that they have both had the opportunity to retain
legal counsel to review,revise,and negotiate this Agreement oil their individual behalf. Sublandlord and
Subtenant stipulate that this Agreement has boom reviewed and revised by both Sublandlord and Subtenant
and their respective legal counsel and that this Agreement is the result of an anns'-length negotiation and
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compromise. Sublandlord and Subtenant further stipulate that they are both sophisticated individuals or
business entities capable of understanding and negotiating the terms of this Agreement. The normal rule
of construction that any ambiguities be resolved against the drafting party shall not apply to the
interpretation of this Agreement or any exhibits or amendments hcretu. Further,Subtenant discluims tiny
reliance upon any and all representations, warranties or agreements not expressly set forth in this
Agreement.
39. Waiver of Jury'Trial. TO THE MAXIMUM EXTENT PERi14i'1'T'ED BY LAW,
SUBLANDLORD AND SUBTENANT (ON BEHALF Olt ITSELF AND SUCCESSORS AND
ASSIGNS)EACH,AFTER CONSULTATION WITH COUNSEL,KNOWINGLY WAIVES ANY
RIGHT TO TRIAL BY JURY IN ANY LITIGATION Olt TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE ARISING OUT Olt OR WITH RESPECT I'O THIS ACREEMENT
Olt ANY OTHER iNST'RUMENT, DOCUMENT Olt AGREEMENT EXECUTED Olt
DELIVERED IN CONNECTION HEREWITH OR'THE TRANSACTIONS RELATED HERETO.
Each patty further acknowledges and ugrecs that this Paragraph hits been negotiated at anns'-longth with
the assistance of legal counsel and the legal effect frilly explained, and that its provisions constitute a
knowing and voluntary agreement.
40. Hazardous Materials,Environmental Requirements.
(a) Prohibition aeainst Hazardous Materials. Except for Hazardous Materials
contained in products used by Subtenant in de minirnis quantities for ordinary cleaning and office purposes
or as permitted under Paragraph 1,Subtenant shall not permit or cause any parry to bring any Hazardous
Materials upon the Leased Premises or transport,store, use,generate,manufacture or Release(defined
below) any hazardous Materials on or from the Leased Premises without Sublandlord's prior written
consent. As used heroin, "Release" means depositing, spilling, leaking, pumping, pouring, emitting,
emptying,discharging,injecting,escaping,leaching,dumping or disposing. Subtenant,at its sole cost and
expense, shall operate its business in the Leased Premises in strict compliance with all Environmental
Requirements and all requirements of this Agreement. Subtonaru shall Complete and certify to disclosure
statements as requested by Sublandlord from time to time relating to Subtenant's transportation,storage,
use,generation,manufacture or Release of Hazardous Materials on the Leased Premises,and Subtenant
shall promptly deliver to Sublandlord u copy of any notice of violation relating to the Leased Premises of
any Environmental Requirement. Subtenant shall not be required to deliver the disclosure statements
required under this Paragraph 40(a)more than once in any twelve(12)-month period unless some event has
occurred that necessitates Sublandlord's review of such disclosure reports,including but not limited to,a
possible transfer of Sublandlord's leasehold interest,or if requested by City,any Sublandlord's mortgagee
or a prospective buyer or lcudcr of Subtandlord's leasehold interest or an Event of Default occurs.
(b) Environmental Regtirements. 'rho term "Environmental Rctttrirements"
means all laws regulating or relating to health,safety,or enviromncntal conditions on,under,or about the
Leased Premises or the environment including the following; the Comprehensive Environmental Response,
Compensation and Liability Act; the Resource Conservation and Recovery Act; the Clean Air Act;the
Clean Water Act;the Toxic Substances Control Act and till state and local counterparts thereto,and any
common or civil law obligations including nuisance or trespass,and any other rules or requirements of
Sublandlord. The term "Hazardous Materials" means and includes any substance, material, waste,
pollutant,or contaminant that is or could ba regulated under any Environmental Requirement or that may
adversely affect human health or the environment, including any solid or hazardous waste, hazardous
substance, asbestos, potrolcmn (including crude oil or uny fraction thoreof, natural gas, synthetic gus,
polychlorinated biphenyls [PCBs), and radioactive material). For purposes of Environmental
Requirements,to the extent authorized by applicable law, Subtenant is and shall be deemed to be the
responsible party,including the"owner"and"operator"of Subtcnant's"facility"and the"owner"of all
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Hazardous Materials brought on the Leased Premises by a Subtenant Party and the wastes,by-products,or
residues ocncrated,resulting,or produced therefrom.
(c) Removal of Hazardous Materials. Subtenant,at its sole cost and expense,shall
remove all I lazardous Materials stored or Released by a Subtenant Party onto or-from the Leased Premises,
in a manner and to a level satisfactory to Sublandlord in its sole discretion,but in no event to a level and in
it manner less than that which complies with all Environmental Requirements and does not limit any future
uses of the Leased Premises or require the recording of any deed restriction or notice regarding the Leased
Premises. Subtenant shall perform such work at any time during the period of this Agreement upon written
request by Sublandlord or,in the absence of a specific request by Sublandlord,before Subtenant's right to
possession of the Leased Premises terminates or expires. if Subtenant fails to perform such work within
the tine period specified by Sublandlord or before Subtenant's right to possession terminates or expires
(whichever is earlier),Sublandlord may at its discretion,and rtithout waiving any other remedy available
under this Agreement or at law or equity(including all action to compel Subtenant to perforrn such work),
perform such work at Subtenttnt's cost. Subtenant shall pay till out-of-pocket costs incurred by Sublundlord
in performing such work within ten (10) days after Sublandlord's request therefor accompanied by
reasonable evidence supporting such costs incurred by Sublandlord. Such work performed by Sublandlord
is on behalf of Subtenant and Subtenant remains the owner,generator,operator,transporter,and/or arranger
of the Hazardous Materials for purposes of Environmental Requirements. Subtenant agrees not to enter
into any agreement with any person, including any governmental authority, regarding the removal of
Hazardous Materials that have been Released onto or from the Leased Premises without the written
approval of the Sublandlord,which approval may be given or withheld in Sublandlord's sole but reasonable
discretion
(d) Subtenant's Indemnity. Subtenant shall indemnify, defend, and (told
Sublandlord harmless from and against any and all losses(including diminution in value of the Leased
Premises and loss of rental income from the Leased Premises),claims,demands,actions,suits,damages
(including punitive damages), expenses (including remediation, removal, repair, corrcctivc action, or
cleanup expenses),anti costs(including actual attorneys'fees,consultant fees or expert fees and including
removal or management of any asbestos brought onto the Leased Premises or disturbed in breach of the
requirements of this Paragraph 40,regardless of whether such removal or management is required by law)
which are brought or recoverable against,or suffered or incurred by Sublandlord as a result of any Release
of I lazardous Materials or arty breach of the requirements under this Paragraph 40 by a Subtenant Party
regardless of whether Subtenant had knowledge of such noncompliance. This indemnity provision is
intended to allocate responsibility between Sublandlord and Subtenant under environmental laws and shall
survive termination or expiration of this Agreement.
(c) Inspections and Tests. Sublandlord shall have access to,and a right to perform
inspections and tests of,the Leased Promises to determine Subtuutnt's compliance with Environmental
Requirements, its obligations under this Paragraph 40, or the environmental condition of the Lcascd
Promises. Access to the Leased Premises shall be granted to Sublandlord upon Sublandlord's prior notice
to Subtennnt and in accordance with the terms of Paragraph 1. Such inspections and tests shall be conducted
at Sublandlord's expense,unless such inspections or tests reveal that Subtenant has not complied with any
Environmental Requirement,in which case Subtenant shall reimburse Sublandlord for the reasonable cost
of such inspection and tests. Sublandlord's receipt of or satisfaction with tiny environmental assessment in
no way waives any rights that Sublandlord holds against Subtenant. Subtenant shall promptly notify
Sublandlord of any communication or report that Subtenant makes to any goveromental authority regarding
any possible violntion of Environmental Requirements or Release or threat of Release of any Hazardous
Materials onto or from rho Lcuscd Premises. Subtenant shall,within five(5)days of receipt thereof,provide
Sublandlord with a copy of any documents or correspondence received from any governmental agency or
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other party relating to a possible violation of Environmental Requirements or claim or liability associated
with the Release or threat of Release of any IJazardous Materials onto or from the Leased Promises.
(f) 5ubtenant's Financial Assurance in the Event of a Breach. In addition to all
other rights and remedies available to Sublandlord under this Agreement or otherwise,Sublandlord may,
in the event of a breach of the requirements of this Paragraph 40 that is not cured within thirty(30)days
following notice of such breach by Sublandlord,require Subtenant to provide financial assurance(such us
insurance,escrow of funds or third party guarantee)in an amount and form satisfactory to Sublandlord.
The requirements of this Paragraph 40 are in addition to and not in lieu of any other provision in this
Agreement.
41. Governhw Law,Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the state in which the Leased Premises are located. The proper place of venue
to enforce this Agreement will be the county or district in which the Leased Promises are located.
42. Joint and Several Liabilltv, If Subtenant consists of morn than one party(or if Subtenant
permits any other party to occupy the Leased Promises),each such party shall be jouuly and severally liable
for Subtenant's obligations under this Agreement. All unperformed obligations of Subtena Lit lrorcunder not
My performed at the end of the Louse,Term shall survive the end of the Lease Tenn,including payment
obligations with respect to Rent and all obligations concerning the condition and repair of the Leased
Premises.
43. Amendment,This Agreement may not be amended,modified,extondcd,or supplemented
except by written instrument executed by both Sublandlord and Subtenant,
44. Counterparts_This Agreement may be executed in scvcml counterparts,each of which
shall be deemed an original,but all of which shall constitute but one and the same document.
(SIGNATURES APPEAR ON FOLLOWING PAGE)
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IN WITNESS WI IB.REON,the parties hereto have caused this Agreement to be executed as the
day and year first abovo set forth.
SUBLANDLORD: SUBTENANT:
ALLLtNCE Al NO. 1, LLC, a Texas limited TUSIMPLE,INC.,a California corportttion
liability company
By: ---
B_v:_
Name:Cheng Lu
Name:
title: President
Datc:
Date:
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[Signature Page]
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
BEING a tract of land situated in the G.Overton Suncy,Abstmct Number 972,Denton County,Texas,
being it portion of that tract of land dcscribcd by deed to The City of Fort Worth,recorded in Instnmiont
Number 2015-12344, Real Property Records, Denton County, Texas, also known as Lot 1, Block 1,
American Airlines Maintenance Base,an addition to the City of Fort Worth,recorded in Cabinet A,Slide
593,County Records,Tarrant County,Texas,being more particularly described by metes and bounds as
follows:
COMMENCING at the southwest corner of said Lot 1,Block 1;
THENCE N 04°58'35"E,1805.48 feet,to the POINT OF BEGINNING;
'THENCE N 10024'56"W,375.52 feet;
THENCE N 79035'05"Is,290.00 feet;
THENCE S]0°24'56"E,375.52 feet;
THENCE S 79035'05"W,290.00 foot to the Point of Beginning and containing 108,901 square feet or
2.500 acres of land more or less.
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EXHIBIT B
DEPICTION OF THE PROPERTY
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EMIT C
SUBTEMWFINISH-WORK. LLOT;ANCE
(Sublandlord Performs the Work)
I. .Plans:Performance of Rork On or before the execution of thus—Agreement,Subtenant
has delivered io Sublandlord a prelmi inuv space plan depicting one building(We lI uQdin ) to be
constructed on the Property,much plans%ivre prepared by RGA Ardwects C Architect`)and dated
September t 5, na 2020(the"Phaasr7, The Pla are attached as Sche ule 1 to rhea Exhibit. Sublandlord shall
cants the Wotk(defined below)to be performed in subttanual accordance txith the Plams.
2. R'arranh: As part of the construction coutracts%ith the general contmetorperfarming the
World Sublandlord shall-obtain a one-vear construction S%wmty rush respect to the[gars;bkgban tg on
the data of Substantial Completion(such time period is referred to huein as the"Warranh geriod').
During the trt'arrant►• Period, if Subtenant notifies Sublandlord of any defect in the tamiamnrbfp or
construction of die tons,then Sublancilord shall enforce such construction uaranty aaailw the general
contractor performing the%%7ork on Subtenant's behalf. Such sonde cthon i%wrnuttti•shall expire and be of
no A tber force or effect(arid neither the general coatractor peri'orrring!the CGori,tsar 5ublettdhord ahau
have any obligation of repair relathe thereto:except for Sublwdlord's obligations expretsh•provided in
this Agreement)for any defect that Subtenant fails to met•:e a mitten claim to Sublwdiord relative to such
defect on or before the rstpiration of the IV,warty Period.
3. Deimitinns. As used herein, means all improvementrf to be constructed in
accordance with and as indicated on the Ram.together with any work-required by governmental authorities
to be made to other areas of the Property as a rent of the improvements Indicated by the Plans, As a ed
herein"Substandal.Compi tion", "Substantially Completed" aid any derivation dLereof meant the
Work in the Leased Premises is sutatanti4i completed(as reasonably detamined by Sublandlord)in
subctsntsel accordance with the Plans,and a certifiettte of occupancy(either temporary er penttianen)or
similar right to legally occupy the Building hag bee»issuad from the applicable gotvxamuntal authority
Wadttiap Subteswnt to 1awbalh°occov the.Leased Preratses to the extent such certificates ate required for
work similar to the W-orL Substantial Completion shall have occurred even though minor details of
construction,de zoratiort,landscaping and merharticd a4us means remain to becompleted by Sublwdlord
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d. 11'alk-Thronahi Punchlist, Iblen Sublandlord considers the 1lrork .in the Leased
Premises to be Substantially Completed.Sublandlord%IU noa—Subtenant and,within three(3)businen
days thereafter,Sublandlord's repre=tatit a and Subtenant°s repre sentht•c shall conduct a%vtk tb roue_b
of the Leased Prpmisess and identify art}•necessan,touchup ik-wk;repairs and minorcompletion items that
are u"esmy for final completion of iho gWL. Neither SubleuuPoad's reprrsenWve nor SubtenW's
represeatgti�a shall uareasardabh'itiththold his or her agreement on puichllst items. Sublanclloid shall use
reasonable eali bits to cause the contractor performing the Fork to complete all puichlistitems rtiithbt twM
(30)dm after agreement thereon,;howe�w.Sublandlord shall not be obligated to engage overtime,labor
in order to complete such items.
5. Exec—Cosls. Subteuant iball pay the entire amount by tiirictn the Total Construction �
t'ro3t3 t7tereiAaffer dew eRceed The CornstrttctioR Allowance(btramafter dewed](such ceases¢amount
being refuted to herein as the"Excess Amount I Following Sublandlord's request therefor,Subta mint
shall promptly(i)ex cute a project budget prepared by Sublmdlord vtich identifies such dratyiaga and
itemizes the Total Construction Casts and sets forth the Construction Allowance,and(b)pay to Sublandlord
904, of Sublandknd's estimate of the Excess Amount, Upaa Substantial Completion of the n'orl;,
Subtenant shall pats to Sublandlord any mmaining unpaid portion of the Fxceaa mriwit In the event of
default of payment of any portion of the Excess Amount,Sublaudlord(in addition to all other remedies)
shall have the mine rights as for an Evwt of Default warier this Ageement As used herein, 'Total
Construcitoa_C_as",means the entncost of perforating the Work,includiuR desipt of and space planning
for the Work and prepmation of the Plans and the final'as-built"plan of the Rork,costs of oonstruction
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during construction, additional janitorial services, tenant signago, related taxes and insurance costs,
licenses,permits,certifications,surveys and other approvals required by applicable law,any applicable
governmental fees,and the construction supervision fee referenced in Section 7 of this Exhibit.
6. Construction Allowance. Sublandlord shall provide ur Subtenant a construction
allowance not to exceed$1,400,000.00(the"Construction Allowance")to be applied toward the Total
Construction Costs. The Construction Allowance shall not be disbursed to Subtenant in cash,but shall be
applied by Sublandlord to the payment of the Total Construction Costs,if,as,and when the cost of the
Work is actually incurred and paid by Sublandlord. The Construction Allowance must be used within six
months following the Effective Date or shall be deemed forfeited i0th no further obligation by Sublandlord
with respect thereto,time being of the essence with respect thereto,
7. Construction Manaeement. Sublandlord or its affiliate or agent shall supervise the Work,
make disbursements required to be made to the contractor,and act as a liaison between the contractor and
Subtcnant and coordinate the relationship between the Work and the Property. In consideration for
Sublandlord's construction supervision services, Subtenant shall pay to Sublandlord a construction
supervision fee equal to live percent of the 'Total Construction Costs (exclusive of the construction
supervision fee).
R. Construction Representatives. Sublandlord's and Subtenant's representatives for
coordination of construction will be as follows,provided that either party may change its representative
upon written notice to the other:
Sublandlord's Representative: Eric Elrod
c%llillwood Alliance Services,LLC
9800 Millwood Parkway,Suite 300 �
Port Worth,TX 76177
Telephone: 817.224.6082
Email: etic.elrod@liillwood.com
Subtenant's Representative: Annie Cook
c/o TuSimple,Inc.
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9191 Towne Centre Dr,Suite 600
San Diego,CA 92122
Telephone: 248.250.2630
Email:amtic.cook a tusimple.ai
9. Miscellaneous. To the extent not inconsistent with this Exhibit, Section 7 of this
Agreement shall govern the performance of the Work and Sublandlord's and Subtenant's respective rights
and obligations regarding the improvements installed pursuant thereto.
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SCHEVU►.E 1
PLANS
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EXHIBIT I)
SUB'1'LNAN7"S INSURANCE
Effective as of the Cartier of(a)the date Subtenant enters or occupies the Leased Premises, or
(b)the commencement of the Lease Term,and continuing throughout the Lease Term, Subtenant shall
maintain the following insurance policies:
I. commercial general liability insurance (including property damage, bodily injury and
personal injury coverage)in amounts of$1,000,000 per occurrence and$2,000,000 in the annual aggregate
on a per location basis in primary coverage,with on additional$5,000,000 in umbrella coverage on a per
location basis or,following the expiration of the initial Lease Term,such other amounts as Sublandlord
may from time to time reasonably require,insuring Subtenant(and listing the Sublandlord Insured Parties
as additional insureds),against liability for injury to or death of a person or persons or damage to property
arising from the use and occupancy of the Leased Premises,operations,independent contractors,products-
completed operations,personal injury,advertising injury,and liability under assumed contracts(and if the
use and occupancy of the Leased Premises include any activity or matter that is or may be excluded from
coverage under a commercial general liability policy[e.g.,the sale,service,distribution or consumption of
alcoholic beverages],Subtenant shall obtain such endorsements to the commercial general liability policy
or otherwise obtain insurance to insure all liability arising from such activity or matter[including liquor
liability,if applicable]in such amounts as Sublandlord may reasonably require);
2. cause of loss-special risk form(formerly"all-risk")or its equivalent insurance(including
sprinkler leakage,theft,boiler and machinery,ordinance and law,sewer back-up,pipe burst,wind driven
rain,water leakage, flood,earthquake,windstorm and collapse coverage) covering the full value of all
alterations and improvements and betterments in the]-;aged Premises (including the Building),naming
Sublandlord and City as additional less payees as their interests may appear;
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3, cause of loss-special risk form(formerly"all-risk")or its equivalent insurance covering
the full value of all furniture, trade fixtures, equipment and personal property (including property of
Subtenant or others)in the Leased Prendses by or on behalf of a Subtenont Party;
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4. builder's risk or property insurance during the course of construction with an installation
floater where applicable;
5. commercial auto liability insurance covering automobiles owned,hired, non-owned or
used by Subtenant in carrying on its business with limits not less than$1,000,000 combined single limit for
each accident,insuring Subtenant(and listing the Sublandlord Insured Parties as additional insureds);
6. worker's compensation insurance of$1,000,000(or such larger amount as required by !
applicable state law), including provisions for voluntary benefits as required in labor agreements, and
employer's liability insurance with limits of not less than$1.000,000 cacti accident,$1,000,000 disease
policy limit,and$1,000,000 disease each employee;
7. business interruption and extra expense insurance in an amount typically carried by prudent
tenants engaged in similar operations,but in no event in an amount less than double the annual]tent then
in effect;
8. comprehonsiv a crime coverage of$1,000,000;and
9. environmental impairment liability insurance insuring Subtenant (and listing the
Sublandlord hrsurod Parties as additional insureds)against all liability for environmental damage,including
third pity property damage.and bodily injury liability,as well as the cost of investigation and rcmcdiation
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(turd insuring pollution hazards from cargo),arising from the use and occupancy of the Leased Promises
and,with limits of not less than$2,000,000 per claim and$2,000,000 in the aggregate.
Notwithstanding the foregoing,Subtenant may elect to self-insure for the risks that would
be covered under(a)the comprehensive crime coverage required in Section 8 above in excess of$100,000,
and(b)the environmental impairment liability insurance coverage required in Section 9 above, [it addition,
Subtenant shall cause all vendors,architects and design professionals,contractors and subcontractors to
procure and maintain insurance coverage(and listing the Sublandlord Insured Parties as additional insureds)
against such risks,in such amounts, and with such companies as Sublandlord may reasonably require,
including insurance similar to insurance Subtenant is obligated to maintain pursuant to this Exhibit D.
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As used in this Agreement,"Sublandlord Insured Parties"means Sublandlord, Sublandlord's
property management company,Sublandlord's asset management company,its each of the foregoing may
be changed by Sublandlord from time-to-time,and their associated,affiliated,and subsidiary companies,
owners,directors,officers,managing agents,and fiduciuries,as they exist,and City,in each case of whom
Sublandlord shall have given notice to Subtenant,and any other party thin Sublandlord may reasonably
designnte in writing from time to time,.The additional insureds will be entitled to the limits stated in this
Agreement,or the full limits of the insurance policies maintained by Subtenant,whichever are greater,
Subtenant's insurance shall be primary and non-contributory when any policy issued to
Sublandlord, or self insured by Sublandlord, provides duplicate or similar coverage, and in such j
circumstance Sublandlord's policy will be excess over Subtenant's policy. Subtenant shall furnish to
Sublandlord certificates of such insurance and such other evidence satisfactory to Sublandlord of the
maintenance of all insurance coverages required hereunder at least ten(10)days prior to the earlier of the
commencement of the Lease Term or the date Subtenant enters or occupies the Leased Premises(in any
event,within ten[10]days of the effective date of coverage),and at least fifteen(15)days prior to each
renewal of said insurance, and Subtentutt shall ensure that each of its policies requires the insurance
company to notify Sublandlord at leust thirty(30) days before cancellation or material change of such
policy,or if that is not possible,Subteuaut shall so notify Sublandlord in writing at least thirty(30)days
before such cancellation or material change. All such insurance policies shall be in font reasonably
satisfactory to Sublandlord and issued by companies with an A.M. Hest rating of A+:Vlll or better.
1 fowever,no review or approval of any insurance certificate or policy by Sublandlord shall derogate from
or diminish Sublandlord's rights or Subtenant's obligations hereunder. If Subtenant fails to comply with
the foregoing insurance requirements or to deliver to Sublandlord the certificates or evidence of coverage
required herein,Sublandlord, in addition to any other remedy available pursuant to this Agreement or
otherwise,may,but shall not be obligated to,obtain such insurance and Subtenant shall pay to Sublandlord
on demand the premium costs thereof,plus an administrative fee of 15%of such cost.
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EXHIIIIT E
EXTENSION OPTION
Subject to then-existing riglns of Sublandlord under the Prime Lease,Subtcnant may irrevocably
elect to extend the Lease Term for one(1)period of five(5)years by delivering written notice of the exercise
thereof to Sublandlord not earlier than twelve(12)months or later than six(6)months before the expiration
of the Lease Term. Tile Rent payable for each month during such extended Leasc'fcrm shall be the greater
of(1) 150% of the monthly rent payable by Sublandlord to City under the City Lease for tlue Leased
Premises(including annual increases therein), or(2) $18,000.00(with annual increases of 3%). Upon
written request from Sublandlord following extension of the City Lease for a corresponding five(5)year
period, Sublandlord and Subtenant shall execute an amendment to this Agreement extending the Lease
Term on the same terms and conditions provided in this Agreement(including,without limitation,Section
35),except as follows:
(a) Rent shall be adjusted as described above;
(b) Subtcnant shall have no further option to extend the Lease.Term unless
expressly granted by Sublandlord in writing;and
(c) Sublandlord shall lease to Subtcnant the Leased Premises in their then-
current condition,and Sublandlord shall not provide to Subtenant any allowances(e.g_,moving
allowance,construction allowance,and the like)or other tenant inducements.
Subtenant's rights under this Exhibit shall terminate,at Sublandlord's option,if(a)an Event of
Default exists as of the date of Subtennnt's exercise of its rights under this Exhibit or as of the
commencement date of the extended Lease Term,(b)this Agreement or Subtcnant's right to possession of
any of the Leased Promises is terminated,(c)Subtcnant assigns its interest in this Agreement or sublets any
portion of the Leuscd Promises,(d)Subtcnant fails to lease from Sublandlord and occupy the entirely of the
initial Leased Premises,(c)Sublandlord determines,in its sole but reasonable discretion,that Subtenant's
financial condition or creditworthiness has materially deteriorated since the Effective Date,or(0 Subtenant
fails to timely exercise its option under this Exhibit,time being of the essence with respect to Subtenunt's
exercise thereof.
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EXHIBIT E
LIST OF APPROVED SERVICES
The following services may be performed with respect to vehicles:
1. Repair and maintenance;
2. Battery and component replacements;
3. Inspections and tests;
4. Cleaning;and
5. Oil changes and chemical separation.
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