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HomeMy WebLinkAboutContract 60956CSC No. 60956 FACILITIES LEASE AGREEMENT This Facilities Lease Agreement ("Lease") is made by and between the City of Fort Worth, Texas, a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, Dana Burghdoff ("Landlord"), and Mammoth Freighters LLC, a Florida limited liability company, acting by and through its duly authorized Chief Financial Officer, Todd Hunter ("Tenant"). RECITALS WHEREAS, Landlord owns a certain piece of property known as the Parts Building #11 located at 2050 Eagle Parkway, Fort Worth, Texas, 76177 (the "Building") at the Alliance Maintenance Facility (the 'Base"), which Building is managed on behalf of Landlord by Hillwood Properties (the "Property Manager"); and WHEREAS, on August 18, 2022, Landlord and Tenant executed a month to month lease ("Temporary Agreement") (CSC No. 58006) for the Leased Premises (hereinafter defined) due to the immediate needs of Tenant to secure space and remain at the Base that currently allows the Tenant to utilize the Leased Premises for storage and to perform pre -construction inspections only; and WHEREAS, now, the parties would like to execute this long-term Lease to allow the Tenant to use, among other things, the Leased Premises under the terms and conditions as further described under Article III, paragraph 3.1 of this Lease; and WHEREAS, upon the execution of this Lease, the parties will execute a separate termination of the Month To Month Lease Agreement (City Secretary Contract no. 58006). NOW THEREFORE, in consideration of the duties, covenants, and obligations under this Lease, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Lease the following terms shall have the meanings respectively indicated: "Additional Rent" means all monetary obligations of Tenant to Landlord under the terms of this Lease other than Base Rent, including, but not limited to, Fees contained herein and all other amounts due and payable by Tenant under Section 9.4. "Base Tenants" means all other tenants at the Base. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 1 of 78 "Affiliate" means any corporation, person or entity that is a subsidiary, directly or indirectly, of any designated entity, or any person, corporation, or entity that, directly or indirectly, controls or is controlled by the designated entity or is under common control with the designated entity ("control", "controlled by" or "under common control with" each means the possession of, directly or indirectly, the power to direct or to cause the direction of the management and policies of an entity whether through the ownership of a substantial portion of the voting securities or equity or by contract or otherwise). "Airport" means Alliance Fort Worth Airport, located in Fort Worth, Texas. "Amended and Restated Declaration of Covenants and Restrictions" shall mean that certain Amended and Restated Declaration of Covenants and Restrictions, dated February 5, 2015 at 11:59:01 p.m., made by Alliance Airport Authority, Inc., ADL Development, L.P., and Hillwood and recorded at Document Number 2015-12418 of the Real Property Records of Denton County, Texas "ADA" has the meaning set forth in Section 12.1. "Base" means that certain land known as the "Alliance Fort Worth Maintenance Facility", located adjacent to the Airport and including the Building. "Base Rent" has the meaning set forth in Section 9.1. "Building" means that certain parts/warehouse building commonly known as Building # 11 located at 2050 Eagle Parkway, Fort Worth, Texas 76177 at the Alliance Fort Worth Maintenance Base. "Ca " has the meaning set forth in Section 8.1. "Capital Reserve Fee" has the meaning set forth in Exhibit F. "Casualty Date" has the meaning set forth in Section 14.6. "Central Utility Plant" has the meaning set forth in Section 7.1. "Central Utility Services" means the CUP Utilities and the CUP Services, collectively. "Claims" has the meaning set forth in Section 16.1. "CMS Building" means Building 3 —"Controlled Material Storage" at the Base. "Common Area" means those areas of the Base designated for the common use by, and common benefit of, all tenants of the Base, including but not limited to the lands forming part of the Base and all facilities (including the parking facilities and entrances thereto), systems, improvements, structures and equipment serving or benefiting the Base. Common Area shall not include the Leased Premises, or the portions of the Landlord Adjoining Property leased to or available for lease to other tenants. The Common Area shall include the North Lot, subject to Tenant's rights pursuant to Section 3.3. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 2 of 78 "Common Area Fees" has the meaning set forth in Section 8.1. "Common Area Services" has the meaning set forth in Section 8.1. "CUP Fees" has the meaning set forth in Section 7.5. "CUP Services" has the meaning set forth in Section 7.4. "CUP Utilities" has the meaning set forth in Section 7.3. "CUP Utilities and Services" means, collectively, the CUP Utilities and the CUP Services. "Effective Date" has the meaning set forth on the signature page to this Lease. "Environmental Condition" has the meaning set forth in Section 10.4. "Environmental Laws" has the meaning set forth in Section 10.3. "Environmental Permits" means the environmental permits from Texas Commission on Environmental Quality for Tenant's intended operations at the Base as deemed necessary by Texas Commission on Environmental Quality and applicable Environmental Laws. "Event of Default" has the meaning set forth in Section 17.1. "Fees" means, collectively, Capital Reserve Fee, CUP Fees, Uplift Fees, and Common Area Fees. "Force Maieure Event" has the meaning set forth in Section 18.19. "Fuel Farm" means that certain aviation jet fuel farm facility owned by Landlord and located at the Base, as delineated on the Site Plan. "Fuel Services Companv" means any person or entity with whom Landlord has entered into a written agreement at any time during the Term to perform and/or provide, at Landlord's expense, any duties, obligations or services to be performed and/or provided by Landlord. "Hazardous Materials" has the meaning set forth in Section 10.3. "Hazardous Material Liabilities" has the meaning set forth in Section 10.5. "Hazardous Waste Building" means Building 1 — "Industrial Waste Treatment" delineated on the Site Plan. "Hillwood" means Hillwood/1358, Ltd., a Texas limited partnership. "Industrial Wastewater" has the meaning set forth in the Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. § 1251 et seq. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 3 of 78 "Improvements" means any alterations, addition, or improvements on, to or about the Leased Premises. "IWTF" has the meaning set forth in Section 6.1. "Landlord Adioininiz Property" means the Base, excluding the Building. "Landlord Distributed Utilities" has the meaning set forth in Section 4.2(a). "Landlord Hazardous Material Liabilities" has the meaning set forth in Section 10.4. "Landlord's Permitted Personnel" means those authorized employees of Landlord or Management Company that shall be permitted access to the Leased Premises, which employees shall be designated in advance in a separate written list submitted by Landlord or Management Company to Tenant. "Leased Premises" means the portion of the Building that is leased to Tenant pursuant to this Lease, that being 72,287 square feet of space in the Building together with the outside adjacent covered crating area, all as more specifically described in Exhibit B-2. "Liens" has the meaning set forth in Section 12.7. "Lift Station" means the industrial waste lift stations located on the Base, and all pipes connecting the IWTF to such lift stations. The Lift Station shall be considered part of the IWTF. "Management Companv" means any person or entity (including the Property Manager) with whom Landlord has entered into a written agreement at any time during the Term to oversee performance and/or provision of, at Landlord's expense, any duties, obligations or services to be performed and/or provided by Landlord hereunder. "Offset Limit" has the meaning set forth in Section 17.5. "Option Term" has the meaning set forth in Section 2.1(b). "Plans" has the meaning set forth in Section 12.2. "Release" has the meaning set forth in Section 10.4. "Renewal Notice" has the meaning set forth in Section 2.1(b)(iv). "Renewal Option" has the meaning set forth in Section 2.1(b). "Rules and Regulations" has the meaning set forth in Section 10.2. "Site Plan" means that site plan attached hereto as Exhibit B-1. "Tenant's Actual Usage" means the actual amount of applicable CUP Services used by Tenant at the Leased Premises during the Term, as determined by a meter or submeter installed by Landlord Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 4 of 78 at the Leased Premises. To the extent the meter or submeter covers an area greater than the Leased Premises the metered amount will be prorated based on the square footage of the Leased Premises divided by the total square footage covered by the meter. "Tenant Parking Spaces" has the meaning set forth in Section 3.3. "Tenant's Notice" has the meaning set forth in Section 14.6. "Term" has the meaning set forth in Section 2.1(a). "Total Common Area Costs" has the meaning set forth in Exhibit G. "Uplift Fees" has the meaning set forth in Section 6.4. "Uplift Services" has the meaning set forth in Section 6.2. "Utility Costs" has the meaning set forth in Section 4.3. "Wastewater Standards" has the meaning set forth in Exhibit C. ARTICLE II DEMISE; TERM 2.1 Lease of Leased Premises. (a) Primary Term. Landlord and Tenant agree on a primary term of one hundred twenty (120) full calendar months which will commence on the Effective Date and expires on the last day of the one hundred and twentieth (120th) full calendar month thereafter (the "Term") unless earlier terminated as provided herein. Upon the Effective Date, Base Rent, Common Area Fees, Capital Reserve Fees and all other applicable fees in this Lease shall immediately commence, subject to any credits as set forth in this Lease. (i) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord for the entire Term, the Leased Premises, as more specifically described in Exhibit B-2 attached hereto and incorporated herein by reference; (ii) Landlord hereby grants to Tenant for use during the Term the non- exclusive use and associated rights with respect to the Common Areas, the Central Utility Plant and the IWTF as further provided herein; (iii) During the entire Term, Landlord shall distribute the Landlord Distributed Utilities and perform the obligations of Landlord as set forth in Article IV; and (iv) During the entire Term, Landlord shall perform all of its obligations and provide all services required to be performed and provided hereunder, including, without Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 5 of 78 limitation, the Uplift Services as set forth in Article VI and the CUP Utilities and Services set forth in Article VII. Notwithstanding anything herein to the contrary, the Term shall not commence until after approval for this Lease is granted by the Fort Worth City Council in a public meeting. (b) Renewal Option and Terms. Tenant shall have two (2) options to renew the initial Term of the Lease (each, a "Renewal Option") for two (2) successive additional periods of five (5) years each (each, an "Option Term"); provided, however, Tenant's exercise of a Renewal Option is contingent upon the following: (i) there is not then an Event of Default by Tenant beyond any applicable notice and cure period provided for herein at the time Tenant gives Landlord notice of Tenant's intention to exercise the Renewal Option. (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default. (iii) Tenant is occupying the Leased Premises at the time Tenant exercises a Renewal Option. Following the expiration of the second Option Term, Tenant shall have no further right to renew the Lease. (iv) Exercise of Option. In the event Tenant elects to exercise a Renewal Option, Tenant shall notify Landlord thereof by giving Landlord notice (a "Renewal Notice"), at least six (6) months prior to the expiration of the initial Term or the first Option Term, as applicable. If Tenant fails to give a Renewal Notice to Landlord prior to such six (6) month period, then Tenant shall forfeit the applicable Renewal Option. If Tenant exercises a Renewal Option, then during the applicable Option Term, Landlord's and Tenant's respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise herein. Time is of the essence in exercising each Renewal Option. (v) Term. If Tenant exercises a Renewal Option, then during the applicable Option Term, all references to the term "Term," as used in the Lease, shall mean the applicable "Option Term." (vi) Base Rent for Option Term. The Base Rent for the Option Term shall be negotiated in good faith and agreed upon by the parties, but will not increase by more than 10% above the Base Rent for the previous year. In the event the parties cannot reach an agreement on the Base Rent within sixty (60) days after Tenant's delivery of a Renewal Notice, then the Base Rent for the Option Term shall be Fair Market Rental Rate which shall be determined as follows: (a) Landlord and Tenant shall, within ten (10) days after expiration of such sixty (60) day period, each select an independent appraiser to determine which of the two Base Rent estimates most closely reflects the Fair Market Value Rent for the Leased Premises. Each appraiser so selected Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 6 of 78 shall be either an "MAI" appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing experience in the area market, and experience appraising leaseholds for industrial facilities similarly situated to the Leased Premises. (b) If the two appraisers cannot agree upon which of the two estimates most closely reflects the Fair Market Value Rent for the Leased Premises within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two appraisers shall select a third appraiser meeting the above criteria. (c) Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of which of the two estimates most closely reflects Fair Market Value Rent and such estimate shall be binding on both Landlord and Tenant as the Fair Market Value Rent for the Renewal Term. The parties shall share equally in the costs of the third appraiser. "Fair Market Value Rent" shall mean the monthly rent charged typical tenants for comparable buildings (age, number of stories, total size, comparable location) in the area in which the Leased Premises are located, taking into account all financial terms, including without limitation, base rent, free rent, escalations, work contributions and allowances, leasing and brokerage commissions. 2.2 Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall, in accordance with this Section 2.2, surrender possession of the Leased Premises (including all Improvements to the Leased Premises, unless such items are required or permitted to be removed pursuant to this Section 2.2 or Section 12.5) to Landlord, and Tenant shall remove, at Tenant's expense, all of its personal property from the Leased Premises, leaving the Leased Premises in substantially similar condition and repair as on the Effective Date, ordinary wear and tear and casualty damage and condemnation excepted and with any Improvements as may have been made pursuant to this Lease. All removable fixtures, equipment, inventory, tooling, appliances, furnishings, and any other personal property owned by Tenant and located within the Leased Premises shall remain the property of Tenant; provided, that any damage caused to the Leased Premises in connection with the removal thereof shall be repaired by Tenant to Landlord's reasonable satisfaction at Tenant's cost. Tenant shall remove all of Tenant's personal property from the Leased Premises on or before the expiration of the Term or, in the event of any early termination, on or before the later of (i) the effective date of termination or (ii) such date that is ninety (90) days following the date of notice or event which gives rise to and effects such early termination in accordance with the provisions of this Lease, provided that if Tenant stays in possession of the Leased Premises after such termination then Tenant shall be subject to the requirements of Section 2.3, including payment of 150% of Base Rent and payment of Additional Rent. Any of Tenant's personal property not removed from the Leased Premises on or before the date required in the immediately preceding sentence shall, at Landlord's option and upon ten (10) days prior written notice to Tenant (during which time Tenant will be afforded reasonable access to remove such property subject to the foregoing requirements regarding damage to the Leased Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 7 of 78 Premises), either become the property of Landlord or may be removed by Landlord and Tenant shall pay to Landlord the reasonable cost of such removal within ten (10) days after Tenant's receipt of an invoice therefor with appropriate supporting documentation. This provision shall survive any termination of this Lease. 2.3 Holding Over. Should Tenant remain in possession of the Leased Premises (or any portion thereof) after the expiration or earlier termination of this Lease, Tenant shall become a tenant at sufferance and shall be liable to pay Base Rent at the rate of 150% of Base Rent due and payable by Tenant each month, in advance, effective immediately prior to the expiration or earlier termination of this Lease. Such occupancy shall be subject to all the terms and conditions of this Lease insofar as the same are applicable, including with respect to the payment of Additional Rent that is due and payable by Tenant hereunder. 2.4 Delivery of Leased Premises. Landlord at Landlord's expense shall (a) deliver the Leased Premises in broom clean condition and ready for new tenant construction, (b) on or prior to the Effective Date, ensure that all structural, mechanical, electrical and plumbing systems in the space are in good working order, prior to any Tenant directed Improvements being installed, (c) on or prior to the Effective Date, cause the Leased Premises to comply with local building and life safety codes, (d) on or prior the Effective Date, confirm that the current fire suppression system in the Leased Premises has passed the annual inspection, and (d) provide and maintain any electrical and utility metering equipment. Landlord represents that Tenant's intended use is currently in compliance with applicable zoning ordinances and regulations applicable to the Leased Premises. Landlord hereby represents and warrants to Tenant that the structure, including the roof, and all electrical, mechanical and plumbing systems in, part of or serving the Leased Premises shall be in good -working order and repair on or prior the Effective Date. Warehouse racking/shelving from the non -occupied area of the Building will be made available to the Tenant at no -charge. Removal and relocation costs related to the racking/shelving will be the responsibility of the Tenant. 2.5 STC Termination Right. Commencing on the first day of the fifteenth (15th) full calendar month following the Effective Date, if the Tenant does not receive the anticipated Supplemental Type Certificate (STC) approval for the passenger to freighter conversion of 777- 200LR and 777-300ER (777 Aircraft Conversion Program) issued by the FAA, Tenant shall have the right to terminate this Lease by providing Landlord with two hundred seventy (270) days prior written notice (a "STC Termination Notice"). In the event that Tenant does not receive the STC and delivers a STC Termination Notice to Landlord, then (i) this Lease shall terminate on the date set forth in the STC Termination Notice (the "STC Termination Date"), provided that the STC Termination Date shall be at least two hundred seventy (270) days following the date of the STC Termination Notice and neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease except for those that expressly survive the expiration or earlier termination of this Lease. ARTICLE III USE 3.1 Use. Tenant may use the Leased Premises, for the purpose of fabrication of aircraft assembly parts used in the 777 Aircraft Conversion Program, warehousing inventory for 777 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 8 of 78 Aircraft Conversion Program and general office space, and for any other purposes that are not in conflict with the Amended and Restated Declaration of Covenants and Restrictions or any other requirements of this Lease. Any use other than the uses allowable under this Section 3.1 must be approved in writing by Landlord prior to such use, which approval shall not be unreasonably withheld, conditioned or delayed. 3.2 Access. (a) Landlord shall maintain, continuously and without interruption, perimeter fencing and operational controls around the Base, which operational controls shall be maintained from within the CUP. Tenant and Tenant's employees, contractors, and subcontracts shall have access to the Leased Premises at all times twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days per year, including all holidays. Tenant, at Tenant's sole cost and expense, may secure entrance access into the Leased Premises, but shall not allow any security measures that would limit or deny ingress or egress to any other tenant of the Base, nor to either vehicular or pedestrian, up to or around the exterior of the Base at any location. Landlord, Landlord's Permitted Personnel, and Landlord's agents, consultants, and contractors shall have the right to enter the Leased Premises, including all secured access areas of the Leased Premises, during normal business hours and upon 24 hours' advance notice to Tenant and with a representative of Tenant being present, for the purpose of inspecting the Leased Premises, reading any meters or submeters related to the services provided in this Lease, making non -emergency repairs that Landlord is obligated or permitted to make pursuant to this Lease, or performing any other Landlord obligation; provided, however, that any such person entering the Leased Premises (a) shall do so subject to and in compliance with Tenant's and all applicable governmental procedures, security and safety programs, and rules and regulations, the Occupational Safety & Health Administration and the Federal Aviation Administration), and (b) shall not interfere with Tenant's operations within the Leased Premises except to the extent reasonably necessary to complete such maintenance, repair, or replacements the Landlord is obligated or permitted to make under this Lease. In the event of an emergency, Landlord shall have the immediate right to access the Leased Premises, including all secured access areas of the Leased Premises; provided that Landlord shall endeavor to provide reasonable advance written notice of such access considering the type of emergency involved. 3.3 Parking. Tenant and Tenant's employees and invitees shall have the right to use the parking spaces that are immediately adjacent to the Building and to the North Lot as shown in the Exhibit B-1 Site Plan ("Tenant Parking Spaces"). Anything herein to the contrary notwithstanding, Landlord shall operate, repair and maintain all Tenant Parking Spaces to ensure they are accessible, usable for their intended purpose, and not in disrepair as part of its Common Area Services (and Tenant shall pay Landlord the Common Area Fees contemplated by Section Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 9 of 78 8_1 and Exhibit G but shall not be obligated to pay anything more for the use of the Tenant Parking Spaces). ARTICLE IV UTILITIES 4.1 Utilities and Services to be Obtained by Tenant. Tenant shall contract directly with and shall be responsible for payment to the applicable utility/service provider for all telephone and internet used by Tenant, all janitorial, trash removal, extermination and security services (other than as specifically set forth in this Lease), required by Tenant in connection with its operations at, and use of, the Leased Premises. If any other utilities required by Tenant in connection with its operations at the Leased Premises are necessary, to the extent such are not being provided for Tenant in accordance with the provisions of Section 4.2, then to the extent available directly to Tenant and with Landlord's written consent, which shall not unreasonably be withheld, conditioned or delayed, Tenant may contract directly with, and shall be responsible for the direct payment to, the applicable utility provider for such utilities. 4.2 Utilities to be Procured and Distributed by Landlord. (a) Landlord's Obligation. During the Term, Landlord agrees to procure on behalf of the entire Base and deliver to the Leased Premises the following utilities (the "Landlord Distributed Utilities"): (i) Electric current for lighting and operation of equipment or machines requiring electrical consumption sufficient for general warehouse and office use. (ii) Domestic water for lavatory, toilet and other purposes. (iii) Outgoing effluent services from non -industrial sources including, but not limited to, lavatory sinks, hand washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets. (iv) Natural gas, subject to Tenant's right to extend infrastructure for natural gas to the Leased Premises, as set forth below. All Landlord Distributed Utilities will be furnished to the Base by third -party utility providers. Landlord at its sole cost and expenses shall maintain in good working order and repair the conduits by which the Landlord Distributed Utilities are made available to the Leased Premises (or removed from the Leased Premises in the case of effluent) by Landlord at Landlord's expense; provided, however, that in the event that new infrastructure or conduit is necessary to provide a utility service that is not currently provided to the Leased Premises, e.g., natural gas, Tenant shall have the right, but not the obligation, at its sole cost and expense to extend the necessary infrastructure to the Leased Premises, subject to the written approval of Landlord of the location of and construction plans for such infrastructure, such approval not to be unreasonably withheld, conditioned or delayed. The Landlord Distributed Utilities will be furnished as provided above on a continuous basis twenty-four (24) hours per day, seven (7) days per week, and three hundred sixty-five (365) days per year, including all holidays, except for (a) cleaning, maintenance, and repair pursuant to Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 10 of 78 an established schedule developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and delivered to Tenant no less than thirty (30) days in advance, (b) interruptions in Landlord Distributed Utilities that are the result of unscheduled maintenance or repairs resulting from accidents, emergency situations, service interruptions by third -party utility providers, or other occurrences beyond the reasonable control of Landlord and Management Company, in which case no prior notice of interruption to Tenant is required (however, Landlord shall use good faith efforts to give such notice where and as promptly as possible) and (c) interruptions in Landlord Distributed Utilities to the extent caused by the gross negligence or willful misconduct of Tenant, or any of its agents, employees, subtenants, or contractors. 4.3 Utility Costs. In consideration of the Landlord Distributed Utilities, Tenant shall pay to and reimburse Landlord for its proportionate share, as set forth in this Section 4.3, of the Utility Costs. Utility Costs pursuant to this Section 4.3 shall be invoiced by Landlord to Tenant monthly, in arrears. For purposes of this provision, "Utility Costs" means (i) the total actual charges of the third -party utility provider of each of such Landlord Distributed Utilities that are charged to Landlord (or Management Company on behalf of Landlord) by the applicable third -party utility provider for the purchase of each of such Landlord Distributed Utilities in the applicable monthly billing period multiplied by a fraction calculated by dividing (ii) (a) Tenant's usage of each of such Landlord Distributed Utilities (as determined by the sub -meter that measures Tenant's usage of such Landlord Distributed Utilities) during the same monthly period divided by (b) the total of such Landlord Distributed Utilities furnished to the Base during the same monthly period. Utility Costs shall include any applicable distribution charges, taxes, or other fees lawfully charged by the third -party provider of such Landlord Distributed Utilities or any governmental authority, provided that Tenant shall only be required to pay its pro rata share of same as determined by the same calculation set forth above. 4.4 Management Companv. The parties acknowledge that the provision of Landlord Distributed Utilities herein may be subcontracted to and performed on behalf of Landlord by Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law in regard to the provision of such Landlord Distributed Utilities and provided that such Landlord Distributed Materials are provided in the manner required by this Lease. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article IV. ARTICLE V FUEL FARM; JET FUEL [INTENTIONALLY DELETED] ARTICLE VI INDUSTRIAL WASTE TREATMENT FACILITY 6.1 Industrial Waste Treatment Facilitv. The parties acknowledge that during the Term Landlord will operate the existing industrial waste treatment facility at the Base and in support of the Leased Premises (the "IWTF") Landlord will maintain at its sole cost and expense the IWTF in good working order and repair. If Landlord reasonably determines that the configuration or Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 11 of 78 functionality of the IWTF is required to be modified or altered, then prior to making such modification or alteration, Landlord shall provide Tenant written notice of such determination and consult with Tenant in good faith in order to provide Tenant the option to either (i) agree to or recommend changes to the modification or alteration or (ii) modify its operational requirements at the Leased Premises to make the modification or alteration unnecessary. Tenant shall have a reasonable time to select its preferred option. The foregoing notwithstanding, in no event shall any such modification or alteration be implemented to the extent such would adversely affect Tenant's use and operation of the Leased Premises, as reasonably determined by Tenant. 6.2 Landlord Obligations. Landlord shall, at its expense, provide during the Term certain industrial wastewater services (the "Uplift Services"), in support of the Tenant's operation of the Leased Premises as more specifically delineated in Exhibit C attached hereto. The Uplift Services shall be provided by Landlord in accordance with this Lease at a level that is sufficient to satisfy Tenant's reasonable operational requirements at the Leased Premises. All Uplift Services will be furnished by Landlord at Landlord's cost (subject to payment by Tenant of the Uplift Fees as provided in Section 6.4 and as set forth in Article X). 6.3 Maintenance, Permits, and Licensing. Landlord shall, at its expense, comply with the standards, requirements, and obligations with respect to the IWTF and Uplift Services as specifically delineated in Exhibit C. 6.4 Uplift Fees. In consideration of the Uplift Services, Tenant shall pay to Landlord the Uplift Services fees (the "Uplift Fees"), in the amounts specified in Exhibit D. Uplift Fees shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor along with reasonable backup support therefor. Payment shall be submitted to such account and payable to Landlord or such party as Landlord (or Management Company pursuant to written authorization to act on Landlord's behalf), shall designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 6.5 Management Companv. The parties acknowledge that the IWTF may be managed, maintained and operated by, and the obligations with respect to the Uplift Services required of Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management Company so long as Management Company is properly authorized to and holds such license and permits as required by applicable law, if any, in regard to the operation of the IWTF and performance of the Uplift Services and otherwise complies with the provisions of this Article VI and other provisions of this Lease applicable to the IWTF, the Uplift Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VI. ARTICLE VII CENTRAL UTILITY PLANT 7.1 Central Utilitv Plant. The parties acknowledge that Landlord will operate the Central Utility Plant at the Base and in support of the Leased Premises as delineated on the Site Plan (the "Central Utilitv Plant"), and that Tenant shall utilize the Central Utility Plant as its sole source for Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 12 of 78 the services included in the CUP Services. Landlord at its sole cost and expense shall maintain the Central Utility Plant in good working order. During the Term, Landlord shall not modify or alter the configuration or functionality of the Central Utility Plant in any manner that increases any cost or liability to Tenant or directly and/or adversely affects the operations of Tenant at the Leased Premises, without the prior written consent of Tenant, unless required by applicable law, regulations, or any governmental authority or solely on account of a material change in Tenant's operations at the Leased Premises. If Landlord determines that the configuration or functionality of the Central Utility Plant is required to be modified or altered, then prior to making such modification or alteration, Landlord shall provide Tenant written notice of such determination and consult with Tenant in good faith in order to provide Tenant the option to either (i) agree to or recommend changes to the modification or alteration or (ii) modify its operational requirements at the Leased Premises to make the modification or alteration unnecessary. Tenant shall have a reasonable time to select its preferred option. The foregoing notwithstanding, in no event shall any such modification or alteration be implemented to the extent such would adversely affect Tenant's use and operation of the Leased Premises. 7.2 Landlord Obligations. During the Term, Landlord shall, at its expense, do all of the following: (i) operate, maintain, insure and keep in good repair and operating condition the Central Utility Plant, (ii) operate and maintain the Central Utility Plant in accordance with all applicable permits, certificates, licenses and all applicable laws and operate and maintain the Central Utility Plant in accordance with reasonable industry standards, (iii) apply for and obtain and keep in full force and effect all permits, certifications, and licenses necessary or advisable to lawfully operate and maintain the Central Utility Plant in compliance with applicable law and reasonable industry standards, and (iv) furnish the CUP Utilities and Services, or cause the same to be furnished, to the Leased Premises and for the benefit of Tenant at the level and in the manner set forth below, but in any event at such level and in such manner as is sufficient to satisfy Tenant's reasonable operational requirements at the Leased Premises. The CUP Utilities and Services will be provided by Landlord to Tenant at the levels provided herein on a continuous basis, as needed twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, in support of Tenant's operation of the Leased Premises, except for (v) cleaning, maintenance, and repair pursuant to an established schedule developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and delivered to Tenant no less than five (5) days in advance, (vi) interruptions in CUP Utilities and Services that are the result of unscheduled maintenance or repairs resulting from accidents, emergency situations, or other occurrences beyond the reasonable control of Landlord and Management Company, in which case no prior notice of interruption to Tenant is required (however, Landlord shall use good faith efforts to give such notice where and as promptly as possible), and (vii) interruptions in CUP Utilities and Services caused by the sole gross negligence or willful misconduct of Tenant, or any of Tenant's agents, employees, subtenants, or contractors. 7.3 CUP Utilities. All CUP Utilities will be furnished by Landlord at Landlord's cost (subject to payment by Tenant of the CUP Fees as provided in Section 7.5 and as set forth in Article IX) and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit E hereto. "CUP Utilities" means the following utilities: (a) Steam; Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 13 of 78 (b) Compressed Air and (c) Chilled Water. 7.4 CUP Services. All CUP Services will be furnished by Landlord at Landlord's cost and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit E hereto. "CUP Services" means the following services to be provided by Landlord in support of and as necessary for Tenant's use and operation of the Leased Premises: (a) Fire Monitoring and Protection Services (provided, however, Tenant shall be responsible, at its sole cost and expense, for any and all fire monitoring and protection services within the Leased Premises); and (b) Heating, ventilation and air conditioning ("HVAC") control for the Leased Premises (provided, however, Tenant shall be responsible, at its sole cost and expense, for any and all HVAC control(s) located within the Leased Premises). 7.5 CUP Fees. In consideration of the CUP Utilities and Services, Tenant shall pay the fees specified in Exhibit F ("CUP Fees") (subject to Section 9.2 below). CUP Fees shall be invoiced by Landlord to Tenant monthly, in arrears. Payments shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor along with reasonable backup support therefor. Payment shall be submitted to such account and payable to Landlord or such party as Landlord (or Management Company pursuant to written authorization to act on Landlord's behalf) shall designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 7.6 Management Companv. The parties acknowledge that the Central Utility Plant may be managed, maintained, and operated by, and the associated obligations with respect to the CUP Utilities and Services required of Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law, if any, in regard to the operation of the Central Utility Plant and performance of the CUP Utilities and Services and otherwise complies with the provisions of this Article VII and other provisions of this Lease applicable to the Central Utility Plant, the CUP Utilities and Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VII. ARTICLE VIII COMMON AREA SERVICES 8.1 Common Area Services. Landlord agrees to operate, repair, and maintain the Common Area in a first-class manner and consistent with standard industry practices pertaining to the current use of the Base (the "Common Area Services"). In consideration of the Common Area Services, Tenant shall pay to Landlord the Common Area Services fees (the "Common Area Fees") in the amounts specified in Exhibit G. Notwithstanding anything herein to the contrary, the Common Area Fees shall not exceed the Cap for each year of the Lease. As used herein, the "C_a " Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 14 of 78 shall mean an increase of no greater than five percent (5%) per year, on a cumulative, compounding basis, in the Controllable Common Area Fees. "Controllable Common Area Fees" means expenses other than real estate taxes, the cost of all insurance relating to the Leased Premises, and the cost of all utilities that are included as a Common Area Fee. 8.2 Management Companv. The parties acknowledge that the associated obligations with respect to the Common Area Services may be subcontracted to and performed on behalf of Landlord by Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law, if any, in regard to the operation of the Common Area and performance of the obligations set forth in this Article VIII and other provisions of this Lease applicable to the Common Area Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VIII. ARTICLE IX RENT AND FEES 9.1 Base Rent and Tenant Improvement Credits (a) Base Rent. Tenant agrees to pay "Base Rent" to Landlord without demand or notice, in advance in the following amounts (prorated on a per diem basis for any partial month) which amounts are based upon 72,287 square feet: Mammoth Rent Schedule Year Months Monthly Rent Annual Rent Credits 1 1-8 $10,000.00 $128,191.33 $16,382.67 1 9-12 $12,047.83 $0.00 2 13 - 24 $12,047.83 $144,574.00 $0.00 3 25-36 $12,047.83 $144,574.00 $0.00 4 37-48 $12,047.83 $144,574.00 $0.00 5 49-60 $13,553.81 $162,645.75 $0.00 6 61-72 $13,553.81 $162,645.75 $0.00 7 73-84 $13,553.81 $162,645.75 $0.00 8 85-96 $0.00 $0.00 $180,717.50 9 97-108 $15,059.79 $180,717.50 $0.00 10 109-120 $15,059.79 $180,717.50 $0.00 (b) Tenant Improvement Credits. In recognition and consideration of the Improvements completed by Tenant as described in Exhibit H attached hereto, Landlord shall grant Tenant the following credits beginning on the Effective Date of this Lease: (i) From months one (1) through eight (8) of the initial term only, Tenant will pay a reduced Base Rent in the amount of Ten Thousand Dollars ($10,000.00) Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 15 of 78 per month (reflecting Sixteen Thousand, Three Hundred Eighty -Two Dollars and 67/100 Cents ($16,382.67) of base rent credits for the 8-month period) and will not be responsible for payment of any Operating Expenses, Utility Costs and other fees during that period; and (ii) One (1) year of base rent credits starting in year eight (8) totaling one hundred eighty thousand, seven hundred seventeen dollars and fifty cents ($180,717.50). Tenant shall be responsible for all Tenant prorated share of Operating Expenses, Utility Costs and other fees during the period Collectively, any credits recognizing the Improvements will be considered "Tenant Improvement Credits." 9.2 Capital Reserve Fee. A component of the CUP Fees to be paid by Tenant pursuant to Section 7.5 above is the Capital Reserve Fee as defined in Exhibit F attached hereto. 9.3 Pavments. (a) Base Rent. Base Rent will not be invoiced to the Tenant and shall be due and payable by Tenant, in advance, on or before the first (1st) day of each calendar month (subject to the Tenant Improvement Credits). Such amounts shall be prorated for any fractional calendar month. A late fee of 5% of the current base rent amount due will be assessed if payment is not received by the Landlord on or before the fifteenth (15th) day of the month. (b) Operating Expenses: All Fees will be invoiced to the Tenant each month by the Management Company. A late fee of 5% of the operating expense amount due will be assessed if payment is not received by the Landlord on or before forty-five (45) days of the date Tenant receives the invoice. (c) All payments are to be direct deposited into the Alliance Maintenance Fund account, and upon the execution of this Lease, the Management Company will provide remittance instructions to Tenant. 9.4 Taxes and Other Charges. As of the Effective Date, the Base is exempt from ad valorem taxation. However, notwithstanding the current exemption, in the event ad valorem or any other tax, general and special assessments, or other charges of any kind are levied on or assessed against the Leased Premises, any interest in the Leased Premises, or any equipment or personal property in the Leased Premises, Landlord will promptly provide Tenant with copies of any and all notices thereof, and Tenant will pay and discharge, punctually when due and payable, as Additional Rent, (i) all amounts attributable to the Leased Premises, including any increase in valuation solely attributable to Tenant, and (ii) a pro rata portion of the amount attributable to the Common Area, based on a multiplier calculated by dividing the square footage of the Leased Premises by the total square footage of the Base. Tenant may, in good faith at its own expense (and in its own name) contest any such taxes, charges, and assessments and must pay the contested amount, plus any penalties and interest imposed, if and when finally determined to be due. Tenant's failure to discharge any such tax, charge or assessment when finally due within ten (10) days after the date Landlord supplies written notice to Tenant shall constitute an Event of Default hereunder. However, Tenant's financial obligation to Landlord to liquidate and discharge such tax, charge or Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 16 of 78 assessment shall survive following termination of this Lease and until such a time as the lien is discharged. 9.5 Audit Rights. (a) Documentation Review. Upon written notice delivered to Landlord, Tenant shall have the right from time to time to conduct such inspections and review and audit any and all relevant documentation of or relied upon by Landlord, Management Company, or Fuel Services Company relating to the incurring and provision of any service provided for in this Lease and computation of any such cost or fee set forth in an invoice for such service. Notwithstanding any exercise by Tenant of its audit rights, Tenant shall pay the invoice subject to reimbursement as provided below. (b) Services Review and Inspection. Upon reasonable notice to Landlord, Tenant shall also have access to: (i) the Fuel Farm and all associated records, (ii) the IWTF and all associated records, (iii) Fuel Farm and Fuel Services Company records (if Tenant commences utilizing the Fuel Farm, provided however, notwithstanding anything else herein to the contrary, in no event will Tenant have any liability or obligation for Fuel Farm costs or expenses unless Tenant actually utilizes the Fuel Farm), (iv) Common Area Expense records (and records related to any other service provided or work performed by Landlord (or its agents or contractors) for which Landlord seeks reimbursement therefore, and (v) CUP Fees and related expenses, and in each case for the purpose of a compliance audit and verification of the facilities and services provided. (c) Procedure and Results. Any audit pursuant to Section 9.5(a) shall be conducted at the expense of Tenant, except as otherwise expressly provided. Audits and reviews may not be conducted more than one time per year, and may not be performed on a contingency basis. Tenant shall, within ten (10) days following Tenant's receipt thereof, provide Landlord with a copy of the written audit report prepared by Tenant or Tenant's auditor. Landlord will refund to Tenant any such overpayment of rent, costs or Fees disclosed by any such audit and, additionally, if the written audit report proves that the aggregate rent, costs, or Fees were overstated by Landlord by more than five percent (5%) of the actual rent, costs, or Fees that were due to Landlord pursuant to this Lease for the applicable period so audited, then Landlord will reimburse Tenant, upon demand. (d) Landlord Audit Right. Tenant agrees that Landlord shall, until the expiration of three (3) years after the expiration or termination of this Lease, have reasonable access to and the right to examine any directly pertinent books, documents, papers and records of Tenant (collectively, the "Tenant Audit Documents") related solely to determine whether or not Tenant has complied with its obligations to pay Base Rent and any other fees or expenses due and owing hereunder (but excluding any privileged and confidential attorney/client communications or work product, including communications with, or reports or documents produced by or directed to Tenant's attorneys). Tenant agrees that, upon at least fifteen (15) business days' prior written notice to Tenant, Landlord shall have reasonable electronic access. Any person performing such examination shall not be paid on a contingency basis, and shall have no less than ten (10) years' experience conducting and performing similar examinations for other similarly situated tenants Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 17 of 78 and property owners of like -kind properties. Landlord shall be responsible for all reasonable costs and expenses associated with any such examination. Landlord shall not interfere with Tenant's normal business operations and shall comply with all of Tenant's security and safety procedures at its facilities. Landlord hereby agrees, within ten (10) days following Landlord's receipt thereof, to provide Tenant with a copy of the written examination report (including any draft report) prepared by Landlord or Landlord's examiner. Landlord is a government entity under the laws of the State of Texas and certain documents held or maintained by Landlord are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary of Tenant's, City shall promptly notify Tenant. It will be the responsibility of Tenant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Landlord, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. ARTICLE X COMPLIANCE WITH LAW; ENVIRONMENTAL 10.1 Environmental Permits. Tenant shall obtain all necessary Environmental Permits and shall diligently pursue approval of the Environmental Permits until the Environmental Permits are approved or denied. Tenant shall not perform any operations for which Environmental Permits are required prior to receipt of the Environmental Permits. Landlord shall cooperate with Tenant in all reasonable respects in connection with Tenant obtaining the Environmental Permits. 10.2 Compliance with Rules and Regulations. Throughout the Term, Tenant shall (i) comply or cause compliance with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and requirements of duly constituted public authorities, including Landlord's public requirements, that are applicable to Tenant's use and occupancy of the Leased Premises (the "Rules and Regulations"), (ii) comply with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and requirements of duly constituted public authorities that are applicable to Tenant in regard to Tenant's specific and express use of the IWTF and the Central Utility Plant pursuant to this Lease, solely to the extent such use by Tenant requires Tenant to so comply, and (iii) timely submit to the appropriate public authorities (with a copy to Landlord) all environmental notifications, forms, reports and permit applications, alterations, modifications or renewals required in connection with Tenant's use or occupancy of the Leased Premises. Notwithstanding the foregoing, Landlord shall be solely responsible and liable for, and Tenant shall not be required to comply or cause compliance with (or to expend any sums in connection therewith), such Rules and Regulations or the terms set forth in clauses (ii) and (iii) above to the extent of the obligations of Landlord (and/or its designated Management Company and Fuel Services Company) with respect to the ownership and operation of the IWTF and Uplift Services, and the Fuel Farm, each of which is the sole responsibility, obligation, and liability of Landlord (including the designated Management Company and Fuel Services Company, as applicable) pursuant to the terms of this Lease and applicable legal requirements or if such failure to comply is caused by the negligence or willful misconduct of Landlord, Management Company, Fuel Services Company or their respective agents, contractors or employees; provided, however, Tenant will remain responsible Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 18 of 78 for its specific obligations under this Lease and its gross negligence or willful misconduct in connection with its use of the IWTF, the Central Utility Plant, and the Fuel Farm. 10.3 Hazardous Materials. Subject to Landlord's obligations with respect to the IWTF and Uplift Services and the Fuel Farm, all as provided in this Lease, any and all Hazardous Materials generated, used, stored, treated or recycled at the Leased Premises by Tenant, its employees, agents, contractors, guests, or invitees shall be handled and disposed of by Tenant (at Tenant's cost), pursuant to the terms and provisions of and in compliance with all Rules and Regulations, including all Environmental Laws. For purposes of this Article, "Hazardous Materials" shall include, but not be limited to, any petroleum -based products, substances or wastes, including any additives associated therewith, pesticides, paints, solvents, polychlorinated biphenyl, lead, cyanide, DDT, acids, explosives and any other substance or material defined or designated as a hazardous or toxic substance, hazardous waste, hazardous material, pollutant, or other similar term, by any federal or state environmental statute, law, permit, rule or regulation, applicable to the Leased Premises presently in effect or that may be promulgated in the future, as such statutes, laws, rules, regulations and permits may be amended from time to time pertaining to protection of the environment and preventing pollution (collectively, "Environmental Laws") including (but not limited to) the following statutes and any applicable state or local equivalent(s): Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 40 U.S.C. § 9601 et seq., Clean Air Act, 42 U.S.C. § 7401 et seq., Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. § 1251 et seq., Federal Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7 U.S.C. § 136 et seq., Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq. 10.4 Environmental Procedures and Remediation. Subject to Landlord's obligations and responsibilities with respect to the IWTF, the Uplift Services, and the Fuel Farm, all as provided in this Lease, Tenant, its employees, agents, contractors, guests, or invitees shall not cause, or permit the placement, discharge or disposal of any industrial or hazardous waste into (i) the sanitary wastewater system or (ii) the IWTF, which industrial or hazardous waste contains such constituents or characteristics as would (y) cause a violation of any of Landlord's industrial and sanitary wastewater discharge permits, as applicable, or (z) cause a pass through or interference at the City of Fort Worth's Publicly Owned Treatment Works or at the IWTF, as applicable. Tenant shall not, and its employees, agents, contractors, guests, and invitees shall not Release or cause the Release of any Hazardous Material into or onto the environment or the Leased Premises, including but not limited to, the air, surface or subsurface soil or water such that it causes an Environmental Condition or violates the Rules and Regulations. In the event of such a Release by Tenant or the discovery by Tenant of the presence of Hazardous Materials to the environment, air, surface or subsurface soil or water at or above levels those which cause an Environmental Condition or a violation of the Rules and Regulations, Tenant shall promptly notify Landlord of such Release, discovery of Hazardous Materials, or violation of the Rules and Regulations. If Landlord, at any time during the Term or any extension thereof, has good reason to suspect that there has been a Release, there is an imminent threat of a Release, or that Hazardous Material is being stored, handled, disposed of or otherwise managed onsite in violation of Environmental Laws, the Rules and Regulations, or the requirements of this Lease, then Landlord may, after written communication of those reasons to Tenant, conduct environmental testing. Landlord and Tenant Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 19 of 78 shall promptly notify the applicable governmental authority(s) of such Release, if so required under applicable Environmental Laws. The party with responsibility under this Lease (the party that caused a Release) for such Release shall (and the other party may, after giving the other party reasonable opportunity to respond, but without prejudice to seeking reimbursement for such costs from any otherwise responsible party), promptly hire an environmental consultant, after giving the other party reasonable opportunity to object, to investigate and delineate the cause, nature, and extent of any such Release or presence of Hazardous Materials. Tenant and Landlord shall consult in good faith and diligently undertake and complete to Landlord's reasonable satisfaction the remediation of any Hazardous Material at or originating from the Leased Premises or Base arising out of Tenant's operations at the Leased Premises, the presence of which constitutes an Environmental Condition or otherwise violates an applicable Environmental Law or the Rules and Regulations. Remediation, if required, shall be conducted in a timely and professional manner, by the responsible party's environmental consultant, consistent with standard industry practices pertaining to the current use of the property, to those levels accepted by all then applicable Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment (without the use of engineering or institutional controls other than restrictions on the residential use of the property and use of groundwater, unless such controls are approved by Landlord, and, if such restrictions affect Tenant operations at the Leased Premises, Tenant) or as may otherwise be required by the governmental authority exercising jurisdiction over the remediation. Subject to privileged attorney -client communications and work product, the party performing the remediation and investigation shall provide to the other party, at no cost, copies of all final studies, reports and sample analysis and results (including quality assurance data), including submittals to and formal correspondence with any governmental authority, related to the investigation and remediation of the Environmental Condition promptly upon receipt of request for such information. Landlord shall provide Tenant with a minimum of seven (7) days written notice, except when responding to an emergency in which case no prior notice shall be required, prior to any sampling event or remediation activity. Tenant shall be responsible for and pay for the costs and expenses of such investigation and remediation of any Hazardous Material at or migrating from the Leased Premises or Base and proven to be arising out of Tenant's operations at the Leased Premises. Notwithstanding the forgoing or anything else in this Lease to the contrary, to the extent any Environmental Condition, Release or violation of any Environmental Law relates to (i) Landlord's and/or a previous or adjoining or adjacent owner's, tenant's or occupant's (other than Tenant's) activities or operations, including without limitation, ownership or operation of the Leased Premises or any Landlord Adjoining Property, (ii) a Release occurring prior to the Effective Date of this Lease, (iii) a Release occurring on or under, or migration of Hazardous Material from, property other than the Leased Premises, unless proven to be caused solely by Tenant, its employees, agents, contractors, guests, or invitees, (iv) any Environmental Condition disclosed or reflected as part of the Environmental Baseline (defined below), (v) any Environmental Condition that is in violation of Landlord's representations, warranties and/or covenants under this Lease, or (vi) any Release related to the operation of the Fuel Farm or the acts or omissions of Landlord, Management Company, Fuel Services Company or their respective officers, employees, or agents (collectively, "Landlord Hazardous Material Liabilities"), Tenant shall have no responsibility whatsoever for any such Landlord Hazardous Material Liabilities. Landlord hereby forever releases and discharges Tenant and its officers, directors, partners, employees, agents and contractors from any responsibility whatsoever for any Landlord Hazardous Material Liabilities. As used herein, the term "Release" means any spilling, leaking, pumping, pouring, emitting, Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 20 of 78 emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any substance into the environment for which Release is regulated under or violates any Environmental Laws. As used herein, the term "Environmental Condition" means the presence of any Hazardous Material in the environment, air, surface or subsurface soil, or ground water at a level exceeding applicable Rules and Regulations, including Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment. 10.5 Environmental Indemnification. TENANT AGREES TO INDEMNIFY, DEFEND, AND HOLD LANDLORD AND ITS OFFICERS, CONTRACTORS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY CLAIMS, JUDGMENTS, DAMAGES (EXCLUDING ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES), FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEYS' FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES, WHICH ARISE DURING OR AFTER THE TERM FOR: (A) ANY VIOLATION OF THE RULES AND REGULATIONS; (B) TENANT'S RELEASE OR DISCHARGE OF HAZARDOUS MATERIALS FROM THE LEASED PREMISES OR FROM ANY OF THE COMMON AREAS, INCLUDING THE IWTF AND FUEL FARM, TO THE SANITARY WASTEWATER OR STORMWATER SYSTEMS, THE IWTF, THE ENVIRONMENT, THE AIR, SOIL, GROUNDWATER, OR SOIL VAPOR, INCLUDING BUT NOT LIMITED TO LAND ON OR UNDER THE BASE OR ADJACENT PORTIONS OF THE BASE; AND (C) ENFORCING THE PROVISIONS OF THIS SECTION 10. TO THE EXTENT THAT TENANT, ITS EMPLOYEES, AGENTS, CONTRACTORS, GUESTS, INVITEES OR TENANT'S OPERATION OR OCCUPANCY OF THE LEASED PREMISES VIOLATED SECTION 10.4 DURING TENANT'S OCCUPANCY OF THE LEASED PREMISES (COLLECTIVELY, "HAZARDOUS MATERIAL LIABILITIES"). Specifically excluded from the foregoing indemnification obligation of Tenant are the Landlord Hazardous Material Liabilities. Without limiting the generality of the foregoing, this indemnification shall survive the expiration of this Lease and does specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision. 10.6 Additional Responsibilities. WITHOUT LIMITING THE GENERALITY OF OTHER PROVISIONS OF THIS LEASE, ANY CLAIMS, JUDGMENTS, DAMAGES, FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEYS' FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES INCURRED IN CONNECTION WITH THE LANDLORD HAZARDOUS MATERIAL LIABILITIES SHALL BE PART OF THE LANDLORD HAZARDOUS MATERIAL LIABILITIES. 10.7 No Waiver. Notwithstanding any other provision of this Lease, Landlord does not waive any of its immunities, rights, or responsibilities (including those with regard to compliance and enforcement of city ordinances including but not limited to Chapter 12.5, "Environmental Protection and Compliance," of the Code of the City of Fort Worth), nor any of its obligations or Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 21 of 78 contracts with other governmental entities as they relate to protection of the environment, including contracts with the Texas Commission on Environmental Quality. 10.8 Notices and Copies. Tenant shall deliver to Landlord, as soon as reasonably possible after receipt, any written notices that Tenant actually receives indicating that Tenant is or may be violating any Environmental Laws which are issued by any federal, state, or local environmental regulatory agency. Tenant shall provide Landlord with copies of (i) any environmental applications for permits or modifications contemporaneous with submission to such agency and (ii) any environmental permits or amendments prior to commencing any construction, modification, or operations under such permits. ARTICLE XI CONDITION, MAINTENANCE AND REPAIR 11.1 Condition. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT ACCEPTS THE LEASED PREMISES IN ITS CONDITION ON THE EFFECTIVE DATE, AND SUBJECT TO ALL RISKS, IF ANY, RESULTING FROM ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS THEREIN, EXCEPT AS ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS MAY RELATE TO THOSE OBLIGATIONS THAT LANDLORD HAS ASSUMED HEREIN. TENANT ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED PREMISES. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, TITLE, DESIGN, OPERATION, OR FITNESS FOR USE OR SUITABILITY OF THE LEASED PREMISES IN ANY RESPECT WHATSOEVER, AND TENANT IS LEASING THE LEASED PREMISES "AS IS, WHERE IS AND WITH ALL FAULTS". EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT IS NOT RELYING ON ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING: (I) THE NATURE AND PHYSICAL CONDITION OF THE LEASED PREMISES AND THE SUITABILITY THEREOF AND OF THE LEASED PREMISES FOR ANY AND ALL ACTIVITIES AND USES TENANT MAY ELECT TO CONDUCT THEREON; AND (I1) THE COMPLIANCE OF THE LEASED PREMISES OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR OTHER BODY INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND RELATED RULES AND REGULATIONS. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD MAKES NO, AND TENANT WAIVES AND RELEASES LANDLORD FROM ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO TENANT. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT SPECIFICALLY UNDERSTANDS THAT ANY INFORMATION PROVIDED BY LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS IS SUBJECT TO Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 22 of 78 TENANT'S VERIFICATION AND, NOTWITHSTANDING TENANT'S FAILURE TO SO VERIFY THE INFORMATION, TENANT MAY NOT HOLD LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS LIABLE OR MAKE ANY FUTURE CLAIMS AGAINST LANDLORD, LANDLORD AFFILIATES OR LANDLORD AGENTS AS TO THE ACCURACY OR INACCURACY OF ANY INFORMATION PROVIDED BY LANDLORD. 11.2 Tenant's Maintenance and Repair Obligations. (a) Maintenance. During the Term, except as expressly provided below and for those aspects and parts to be maintained and repaired by Landlord as provided in Section 11.3 (or elsewhere in this Lease) Tenant shall keep, maintain, and repair, at its expense, all aspects and parts of the Leased Premises reasonably neat, clean, free from waste or nuisance, and in good order and condition, ordinary wear and tear and casualty damage and condemnation excepted, and shall make all needed repairs and replacements thereto. Tenant shall be responsible for all testing, repairs, and maintenance (but not full -system replacement) of fire and life safety systems in the Leased Premises, provided that any repair of such systems shall be coordinated in advance with Landlord to mitigate any impact to all fire and life safety systems of the Base. Tenant shall provide to Landlord a copy of any and all inspections of the fire and life safety systems in the Leased Premises, as soon as reasonably practicable after Tenant's receipt thereof. (b) Tenant's Removal of Improvements. If Tenant demolishes or removes any Improvements pursuant to the terms of this Lease, Tenant must also clear that portion of the Leased Premises upon which the demolished building or improvement was located, remove all demolition debris, disconnect and stub up all utilities that served the building or other improvement, and satisfy any reasonable requirements of the Landlord necessary to control erosion on the site, including but not limited to planting grass or other groundcover in the cleared area. In the event of a total loss of the Leased Premises or damage to the Leased Premises, the provisions of Article XIV shall apply. 11.3 Landlord's Maintenance and Repair Obligations. It is understood and agreed that except as otherwise set forth herein, Landlord shall have no obligation to repair, replace, or maintain all or any portion of the Leased Premises, nor any obligation to pay any costs or expenses, of any description, associated with the operation of the Leased Premises, except Landlord, at its sole cost and expense, shall be responsible for keeping the following in a good working condition and state of repair at all times and for the ongoing maintenance, repair, and replacement thereof: (a) the roof, structural elements, walls, and foundations of the Leased Premises; (b) the IWTF, the Fuel Farm, and the Central Utility Plant and any other facilities, equipment, wiring, piping, meters or submeters necessary to provide the Uplift Services (including the IWTF), the Central Utility Services and the Common Areas, provided that the cost of such repair and maintenance shall be passed through to Tenant as a Common Area Expense, except when necessary due to the negligence or willful misconduct of Landlord, Management Company, Fuel Services Company or Landlord's, Management Company's or Fuel Services Company's agents or employees, contractors, tenants or invitees; (c) all piping up to any applicable meter or submeter at or on the Leased Premises; and (d) any metering and submetering equipment for utilities to the Leased Premises. Landlord shall not be obligated to make any repairs, maintenance, or replacement if such repair, replacement and/or maintenance is required due to the sole gross negligence or willful Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 23 of 78 misconduct of Tenant or required to be performed by Tenant, including but not limited to Improvements related to the ADA as set forth in Section 12.1. ARTICLE XII ALTERATIONS, IMPROVEMENTS AND ADDITIONS 12.1 Improvements. As additional security for this Lease, subject to compliance with all applicable laws, the consent of Landlord (not to be unreasonably withheld, conditioned or delayed), and any other restriction or necessary approval contained in the Amended and Restated Declaration of Covenants and Restrictions, or any other document, covenant, or restriction recorded as of the date of such proposed improvement, Tenant, at its cost, risk and expense, shall construct, erect, and complete Improvements to the Leased Premises , as further described under Exhibit H of this Lease. Tenant shall be responsible, at its sole cost and expense, for all Improvements required for the Leased Premises during the Term to comply with the American with Disabilities Act of 1990, as amended ("ADA"), which Tenant acknowledges may be required in the event of any other significant Improvements. 12.2 Plans. Tenant may not perform any Improvements that (i) are related to or would affect the structural integrity of the Leased Premises or (ii) are estimated to cost more than One Hundred Thousand Dollars ($100,000.00) unless it first submits all plans, specifications and estimates for the costs of the proposed work ("Plans"), in writing and also requests and receives in writing approval from the Landlord for same, which approval shall not be unreasonably withheld, conditioned or delayed. For any Improvements, Landlord shall have thirty (30) days from the date of submission of all required documentation to approve or disapprove Tenant's request to perform Improvements. Tenant's plans for construction for any Improvement shall conform in all material respects to the reasonable architectural standards established by Landlord. All plans, specifications, and work associated with any Improvement shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the Plans are presented for review, and the Improvements shall be constructed and maintained in compliance with Landlord's reasonable health, safety, and environmental processes, rules, and policies for the Leased Premises. Landlord shall have the right to inspect all work pursuant to its usual construction inspection procedures. The approval by Landlord of any plans or specifications shall not constitute approval of the architectural or engineering design, and Landlord, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. Insofar as Improvements are concerned, Tenant's surrender obligation under Section 2.2 shall be satisfied by Tenant's compliance with Section 12.5. Landlord hereby consents to the Improvements identified on Exhibit H. 12.3 Work. Tenant is responsible for obtaining necessary permits for the Improvements, provided that this Lease shall not constitute a waiver or alteration of the City of Fort Worth's processes and requirements for permits as the permitting authority; provided that Landlord shall cooperate with Tenant in all reasonable respects in connection therewith. Tenant shall work diligently toward completion of, and shall complete, any Improvements, all substantially in accordance with the approved plan specifications and using contractors reasonably acceptable to Landlord. Any of Landlord's Base Property, which for the purposes of this Agreement shall mean Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 24 of 78 any of the other facilities at the Base, that are damaged as a direct result of performing an Improvement shall be repaired by Tenant and returned to its previous condition or better, at Tenant's sole cost and expense. 12.4 Documents. As soon as practicable following the completion of the Improvements, Tenant shall, if applicable, supply Landlord with: (a) comprehensive sets of documentation relative to the Improvements, including, at a minimum, as -built drawings. As -built drawings shall be new drawings or redline changes to drawings previously provided to Landlord; (b) textual documentation in computer format as reasonably requested by Landlord; (c) full lien releases for all contractors, subcontractors, and suppliers for the Improvements; and (d) copies of all permits and warranties for the Improvements. 12.5 Ownershin and Requirements for Improvements. All Improvements shall: (a) Be done in a good and workmanlike manner, by qualified and licensed contractors or mechanics, and shall comply with any and all Rules and Regulations; and (b) No Improvements for which a portion of or all of the costs thereof are offset by Tenant Improvement Credits shall be removed during the Term unless removal is approved by Landlord; and (c) Title to and ownership of any and all Improvements, including but not limited to Improvements made for which the costs thereof are offset by Tenant Improvement Credits, shall, once installed, automatically transfer to Landlord; and (d) Except as set forth herein, all Improvements shall remain on the Leased Premises upon expiration of this Term unless Landlord either requests or permits Tenant to remove specifically identified Improvements at the end of the Term, in which case Tenant shall remove such Improvements and repair any damage to the Leased Premises caused by such removal. (e) Tenant shall have no later than ninety (90) days prior to the expiration or termination of the Lease to request and obtain written approval from the Landlord to remove certain Improvements. Upon receipt of written approval, Tenant shall have up to but not to exceed ninety (90) days after the expiration or termination of the Term, subject to all requirements of Section 2.2, and adequate access to the Leased Premises to remove same, and the ownership of any Improvements not so removed within ninety (90) days shall automatically transfer to Landlord. Tenant recognizes and understands that Landlord has no obligation whatsoever to agree to Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 25 of 78 Tenant's request for removal of any Improvements. Tenant further acknowledges and agrees that changes to the exterior of the Leased Premises must comply with Landlord's then -current color and appearance requirements as disclosed by Landlord to Tenant, and Tenant shall not make any Improvements to the exterior of the Leased Premises (including painting the exterior of the Leased Premises) without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. 12.6 Indemnification. SUBJECT TO SECTION 12.7, TENANT FURTHER AGREES TO DEFEND AND INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN (HEREINAFER DEFINED) CLAIMANTS ARISING OUT OF THE PERFORMANCE OF ANY MAINTENANCE, REPAIR, REPLACEMENT, IMPROVEMENT OR ALTERATION BY TENANT OR TENANT'S CONTRACTOR ON THE BASE. 12.7 Liens and Encumbrances. Tenant covenants and agrees that, except for this Lease, it will not create or suffer to be created any lien, encumbrance, or charge (collectively, "Liens"), upon the Leased Premises, or any part thereof, and that it will promptly satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, and in any event within thirty (30) days after the same shall occur, all claims and demands against Tenant or because of work contracted for or requested by Tenant for labor, materials, supplies or other items which, if not satisfied, might by law become a Lien upon the Leased Premises, or any part thereof, provided that Liens for labor and materials arising by operation of statutory law shall not be within the purview of this paragraph if, when such Liens shall be perfected, Tenant shall cause them to be promptly discharged, or if Tenant is diligently contesting the validity of such Lien, Tenant may utilize the provisions of the next succeeding sentences. If any such Lien shall be filed or asserted against Tenant or the Leased Premises by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant, on the Leased Premises, at the request or with the permission of Tenant or of anyone claiming under it, Tenant shall, promptly, but within thirty (30) days after it receives notice of the imposition of the filing thereof or the assertion thereof against the Leased Premises, cause the same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest, payment, deposit, bond, order of court or otherwise. If Tenant breaches its obligations under this Section 12.7, then, following thirty (30) days prior written notice to Tenant, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause such lien to be released by such means as Landlord deems proper, including payment of the claim giving rise to such Lien. Any amount expended by Landlord in the performance of Tenant's obligations shall be paid by Tenant to Landlord promptly upon written demand therefore accompanied by appropriate documentation of such expenditures. 12.8 Signs. Tenant may at its sole cost and expense install one (1) exterior, building -affixed sign subject to prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and subject to all legal requirements applicable to signage. Tenant shall not install or place any additional exterior signage on the Leased Premises, or at the entrance thereto, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent an approval by parties other Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 26 of 78 than Landlord is required for any signage, Landlord agrees to reasonably cooperate with Tenant to assist Tenant in securing the approval of such other party. Tenant shall keep its signs in good repair and operating condition. ARTICLE XIII INSURANCE 13.1 Tenant Insurance. During the Term, Tenant, at its expense, shall procure and maintain in connection with its lease and use of the Leased Premises, the following insurance coverages and in accordance with all other applicable terms and conditions of this Article XIII: (a) If applicable and required for Tenant's occupancy and use of the Leased Premises: Aviation liability insurance covering, without limitation, aircraft products, airport premises liability, and covering bodily injury and property damage (with limits of One Million Dollars $1,000,000.00 per occurrence), all such coverages to be on an "occurrence" basis with aggregate limits of no less than Two Million Dollars ($2,000,000.00) per consecutive twelve (12) month period; provided that such limits may be reduced to then existing and commercially reasonable industry standards and customary levels for operation of a facility such as the Leased Premises to the extent the foregoing limits may not be available on commercially reasonable terms in then -current market conditions, (b) Commercial general liability insurance covering bodily injury and property damage on a "claims made" basis with limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, and (c) Special form causes of loss (or similar coverage) property insurance with respect to Tenant's furniture, fixtures, equipment and Improvements with coverages in such amounts and against such risks as are customarily insured against. 13.2 Workers Compensation and Emplover's Liability Insurance. Tenant represents that as of the Effective Date, Workers Compensation and Employer's Liability insurance coverages are maintained by Tenant for all personnel working at the Leased Premises with a limit of One Million Dollars ($1,000,000.00) for each accident for bodily injury by accident or One Million Dollars ($1,000,000.00) for each employee for bodily injury by disease. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Tenant will provide to Landlord a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms described in this Section. The parties agree that the coverages and limits provided in Sections 13.1 and 13.2 may be adjusted by Tenant upon no less than thirty (30) days prior written notice to Landlord to such coverages and amounts as may be approved by Landlord, such approval to not be unreasonably withheld, conditioned or delayed. 13.3 Tenant Insurance Policv Conditions. Each insurance policy required by Section 13.1 (i) shall be issued by an insurer (or insurers) possessing an A-VII A.M. Best Rating or better and of recognized standing and authorized to issue such policy of insurance in the State of Texas; Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 27 of 78 (ii) shall provide for a waiver of subrogation by each such insurer with respect to any claims against Landlord solely to the extent of the amount of any payment of a loss by such insurer pursuant to the applicable insurance coverages; and (iii) shall be endorsed to prohibit cancellation or substantial reduction of coverage by the insurer without at least fifteen (15) days prior written notice to Landlord. The liability policies and coverages set forth in clauses (a) through (c) of Section 13.1 shall each contain an endorsement naming Landlord as an additional insured or loss payee as its interests may appear. Tenant shall be named loss payee as its interests may appear with respect to the insurance coverages maintained by Tenant pursuant to clause (c) on Section 13.1. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Tenant will provide to Landlord a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms required by Section 13.1. 13.4 Landlord Insurance. At all times during the Term, Landlord, at Landlord's sole cost and expense, shall maintain commercially reasonable casualty and liability insurance on the Leased Premises and all other portions of the Base. Without limiting the generality of the foregoing, Landlord shall maintain full replacement value casualty insurance on the Leased Premises. Landlord's insurance shall provide for a waiver of subrogation by each such insurer with respect to any claims against Tenant solely to the extent of the amount of any payment of a loss by such insurer pursuant to the applicable insurance coverages. 13.5 MUTUAL RELEASE. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such loss is the result of a risk insurable under policies of property damage insurance. Notwithstanding anything to the contrary in this Lease, the parties each hereby waive all rights and claims against each other for such losses, and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right to the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that the waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor. ARTICLE XIV CASUALTY AND CONDEMNATION 14.1 Total Destruction. This Lease shall automatically terminate if the Leased Premises is totally destroyed. If a Common Area under this Lease is totally destroyed and is not rebuilt or remediated in a way that allows Tenant to continue to use and access the Leased Premises within two hundred and seventy (270) days from the date of destruction, then this Lease will automatically terminate. Upon such termination, neither party shall have any rights, liabilities or obligations herein except for those rights, liabilities and/or obligations that survive the expiration or earlier termination of this Lease. 14.2 Partial Destruction of Leased Premises. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 28 of 78 (a) If the Leased Premises is damaged by any casualty and, in the reasonable opinion of a construction professional (the "Construction Professional") chosen by Landlord and reasonably acceptable to Tenant, the Leased Premises (exclusive of any Improvements made to the Leased Premises by Tenant, except as provided for in Section 14.3) and/or any part of the Common Areas that are necessary or desirable for Tenant's use of and access to the Leased Premises can be restored to its preexisting condition (or substantially similar thereto) within one hundred eighty (180) days after the date of the damage (the "Restoration Opinion"), Landlord shall, upon written notice from Tenant to Landlord of such damage, except as provided in Section 14.4, promptly and with due diligence repair (at no expense to Tenant) the damage to the Leased Premises (and any applicable Common Areas) as provided in Section 14.3 and Rent shall be abated as provided in Section 14.3. Landlord shall deliver to Tenant the written Restoration Opinion provided by the Construction Professional (together with any supporting data related thereto) within thirty (30) days after such damage. (b) If such repairs cannot, in the reasonable opinion of the Construction Professional, be made within said one hundred eighty (180) day period, then Tenant may, at its option, exercisable by written notice given to Landlord within sixty (60) days after the date of the damage, elect to terminate this Lease as of the date of the damage. In the event Tenant does not elect to terminate this Lease as provided herein, Landlord shall, at Landlord's expense, repair and restore the Leased Premises as provided in Section 14.3, and, in such event this Lease shall remain in full force and effect but the Rent shall be abated as provided in Section 14.3. 14.3 Repair and Restoration Obligation/ Rent Abatement. Landlord's restoration and repair obligation contained herein shall consist of repairing or restoring the Leased Premises, including all Improvements contained within the Leased Premises that were subsequently constructed with Landlord's consent pursuant to this Lease; provided however, with respect solely to any Improvements (but not with respect to the remaining portion of the Leased Premises or any damaged Common Areas) such restoration and repair obligation shall be limited to the amount of insurance proceeds received by Landlord from the property insurance policy required to be maintained by Tenant pursuant to Section 13.1(c). Landlord shall not be obligated to repair or restore any Improvements performed by the Tenant that were not approved by the Landlord, and Landlord shall not be obligated to repair or restore Tenant's personal property or trade fixtures. Until all such repairs or restoration are completed and Tenant is able to occupy the Leased Premises for its intended use and utilize the Common Areas for Tenant's intended use, the Rent shall be abated from the date of damage or destruction in the same proportion that the rentable area of the portion of the Leased Premises which is unusable by Tenant in the conduct of its business bears to the total rentable area of the Leased Premises. 14.4 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Article XIV, Landlord shall have no obligation to repair the Leased Premises if either (i) the Leased Premises is so damaged as to require repairs to the Leased Premises exceeding fifty percent (50%) of the full insurable value of the Leased Premises; or (ii) the damage to the Leased Premises is caused in whole or in part by the gross negligence or intentional misconduct of Tenant or any person in or about the Base with Tenant's express consent. If the damage to the Leased Premises does not occur from the Tenant's gross negligence or intentional misconduct, regardless of whether the repairs exceed 50% of the full insurable value of the Leased Premises or Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 29 of 78 not, and such damage results in the Tenant's inability to continue its business operations within the Leased Premises, Landlord will provide notice within thirty (30) days from the date notice of the damage was reported to Landlord by Tenant of its intent to not move forward with repairs to the Leased Premises or, if more time is needed for the Landlord to assess whether or not Landlord will repair the Leased Premises, Landlord and Property Manager will work with Tenant in good faith to temporarily relocate Tenant's operations to another location on the Base, if available, until Landlord notifies Tenant in writing of its election to not repair the Leased Premises and to terminate this Lease pursuant to Section 14.4(a). If Landlord does not provide notice as specified above within 30 days or is unable to provide additional available space on the Base to temporarily relocate Tenant's operations, then Tenant shall have the option to terminate the Lease. 14.5 Property Insurance Deductible. In the event a claim is made by Tenant, Landlord, or an additional insured under the property insurance policy required to be maintained by Tenant pursuant to Section 13.1(c). the party making the claim shall be responsible for the amount of the deductible for such policy, except to the extent that such insured claim arises from or is a result of the other party's gross negligence or willful misconduct. 14.6 Tenant's Termination Right. Notwithstanding anything in this Article XIV to the contrary, in the event of a total loss of the Leased Premises or damage to the Leased Premises that has a material adverse effect on Tenant's operation at the Leased Premises (as determined by Tenant) or would require more than six (6) months to repair or rebuild, Tenant may terminate this Lease or the affected portion thereof by giving written notice thereof ("Tenant's Notice"), to Landlord within sixty (60) days after the date of such total loss or damage, in which event this Lease shall be considered terminated in its entirety (or with respect to the affected portion, as applicable) effective as of the date of such damage and destruction (the "Casualty Date"). 14.7 Termination of the Lease or a Portion Thereof. Upon any termination of this Lease or portion thereof in accordance with this Article XIV, Landlord shall provide Tenant reasonable access to the Leased Premises or terminated portion thereof for a period of not more than ninety (90) days following the Tenant's Notice, for Tenant to remove all personal property of Tenant and its vendors and customers. If this Lease is terminated as to less than all of the Leased Premises, the Base Rent, Additional Rent, and all other applicable charges due and payable by Tenant hereunder will be equitably adjusted. If this Lease is not terminated pursuant to this Article XIV, the Base Rent, Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably reduced and abated during any period of time in which the Leased Premises (or any portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant, but only to the extent the Leased Premises (or such portion thereof) is unfit for the conduct of such operations. 14.8 Condemnation. If the Leased Premises or any portion thereof is taken by eminent domain, the total amount of any condemnation awards paid or payable to Landlord or Tenant shall be apportioned between Landlord and Tenant according to this Section 14.8. Tenant shall receive that part of any condemnation awards or compensation that is attributable to the fair market value of any Improvements that were constructed or replaced by Tenant using its own funds and any personal property or movable trade fixtures that were installed by Tenant using solely its own Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 30 of 78 funds. Notwithstanding the foregoing, Tenant may bring a separate claim in Tenant's name to recover damages for the fair market value of any Improvements that were constructed by Tenant and any personal property or movable trade fixtures that were installed by Tenant using its own funds. If Tenant determines, in its reasonable discretion, that such part of the Leased Premises has been taken so as to materially interfere with Tenant's use and occupancy thereof, then Tenant may terminate this Lease by delivering written notice of such election to Landlord within ninety (90) days after such taking. If this Lease is not terminated pursuant to the terms of this Section 14.8, then this Lease shall terminate only to the part of the Leased Premises so taken as of the date of the taking, and the Base Rent, the Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably adjusted. 14.9 Casualtv or Condemnation Other than the Leased Premises. If all or any portion of the IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Base necessary for Tenant's operations at the Leased Premises that is owned by Landlord or leased by Landlord are damaged, destroyed or taken by eminent domain, Landlord shall, upon request of Tenant, apply any available insurance proceeds or condemnation awards towards, and commence with due diligence to complete, the repair or replacement of the applicable facility; provided, however, in the event there is a total loss or material damage to any such facility that has a material adverse effect on Tenant's operations at the Leased Premises (as determined by Tenant) and would require more than one hundred eighty (180) days to repair or rebuild, either party may terminate this Lease by giving written notice thereof to the other party within sixty (60) days after the date of such total loss or material damage, in which event this Lease shall be considered terminated effective as of the date of such damage and destruction. Upon any such termination, Landlord shall provide to Tenant reasonable access to the Leased Premises for a period of not more than ninety (90) days following such termination notice for Tenant to remove all personal property of Tenant and its vendors and customers. If this Lease is not terminated as provided by this Section 14.9, the Base Rent, Additional Rent and all other charges due hereunder shall be equitably abated and adjusted from the date of such damage, destruction or taking, but only for such time and to the extent the Leased Premises (or such portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant, but only to the extent the Leased Premises (or such portion thereof) is unfit for the conduct of such operations. ARTICLE XV [INTENTIONALLY DELETED] ARTICLE XVI GENERAL INDEMNITY 16.1 Tenant's Covenant TENANTHEREBYAGREESTODEFENDINDENE IFYANDHOLD HARMLESS LANDLORD AND LANDLORD'S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITY, COST AND EXPENSE, INCLUDING REASONABLE Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 31 of 78 ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT OF OR RESULTING FROM: (a) THE POSSESSION, USE OR OCCUPANCY OF THE LEASED PREMISES BY TENANT, OR ITS EMPLOYEES, AGENTS, SUBTENANTS, OR CONTRACTORS TO THE EXTENT CAUSED BY ANY OF THE FOLLOWING: (I) ANY MATERIAL BREACH BY TENANT OF THIS LEASE (INCLUDING ANY BREACH OF THIS LEASE BY TENANT WITH RESPECT HAZARDOUS MATERIALS, OR (II) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT OR UNLAWFUL ACT OF TENANT OR TENANT'S AGENTS, EMPLOYEES, LICENSEES, SUBTENANTS, CONTRACTORS OR INVITEES; (b) ANY MATERIAL BREACH BY TENANT OF THE TERMS OF THIS LEASE, PROVIDED THAT LANDLORD HAS USED REASONABLE EFFORTS TO MITIGATE THE DAMAGES OF SUCH BREACH; OR (c) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR UNLAWFUL ACT OF TENANT OR TENANT'S AGENTS, EMPLOYEES, LICENSEES, SUBTENANTS, CONTRACTORS, OR INVITEES. EXCLUDING IN EACH CASE, HOWEVER, SUCH CLAIMS ARISING OUT OF THE NEGLIGENT ACTS, OMISSIONS, UNLAWFUL ACT, OR WILLFUL MISCONDUCT OF LANDLORD, LANDLORD'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, MANAGEMENT COMPANY OR MANAGEMENT COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, FUEL SERVICES COMPANY OR FUEL SERVICES COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES. THE PROVISIONS OF THIS SECTION 16.1 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. 16.2. Landlord's Covenant. LANDLORD HEREBY AGREES TO RELEASE TENANT AND TENANT'S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RESULTING FROM: (a) THE POSSESSION, USE OR OCCUPANCY OF THE BASE OR ANY PORTION THEREOF BY LANDLORD, THE MANAGEMENT COMPANY, FUEL SERVICES COMPANY, ANY OTHER CURRENT OR FORMER TENANT OR OCCUPANT OF ALL OR ANY PORTION OF THE BASE, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, TENANTS, LICENSEES, INVITEES OR CONTACTORS; (b) ANY MATERIAL BREACH BY LANDLORD OF THE TERMS OF THIS LEASE; AND (c) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR UNLAWFUL ACT OF LANDLORD OR LANDLORD'S AGENTS, EMPLOYEES, LICENSEES, SUBTENANTS, CONTRACTORS, OR INVITEES OCCURRING AT THE BASE OR ANY PORTION THEREOF. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 32 of 78 EXCLUDING IN EACH CASE, HOWEVER, SUCH CLAIMS ARISING OUT OF THE NEGLIGENT ACTS, OMISSIONS, UNLAWFUL ACT, OR WILLFUL MISCONDUCT OF TENANT, TENANT'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, AND ANY MANAGEMENT COMPANY (OR MANAGEMENT COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES), OR FUEL SERVICES COMPANY (OR FUEL SERVICES COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES) IN CONTRACTUAL PRIVITY (EXCLUDING THIS LEASE) WITH TENANT. THE PROVISIONS OF THIS SECTION 16.2 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. ARTICLE XVII EVENTS OF DEFAULT; REMEDIES 17.1 Default by Tenant; Event of Default. Any of the following events shall constitute an "Event of Default" and a breach by Tenant under this Lease: (a) Tenant fails to pay Base Rent, Additional Rent, or any other charges due and payable as required hereunder when due, and such failure continues for a period of five (5) business days following Tenant's receipt of written notice from Landlord that such payment is past due; or (b) Tenant fails to observe or perform any of the material covenants, conditions or provisions of this Lease, and such failure continues for a period of thirty (30) days following Tenant's receipt of written notice thereof from Landlord, which notice specifically describes the default in question; provided, however, that in the event such default is not capable of being cured within such thirty (30) day period, Tenant shall be given such additional time as is required to cure such default so long as Tenant commences such cure within such thirty (30) day period and diligently prosecutes the cure to completion. 17.2 Remedies. Upon the occurrence of an Event of Default, Landlord may: (i) terminate this Lease; (ii) terminate Tenant's right of possession of the Leased Premises, without terminating this Lease, and relet the Leased Premises on behalf of Tenant; (iii) enter and take possession of the Leased Premises; (iv) remove and store all Tenant's furniture, fixtures, equipment, and personal property in the Leased Premises; (v) enter the Leased Premises and cure the Event of Default; and (vi) withhold or suspend payment of sums Landlord would otherwise be obligated to pay to Tenant under this Lease. Landlord may, at any time after terminating Tenant's right to possess the Leased Premises without terminating this Lease, elect to terminate this Lease and pursue any and all other rights and remedies otherwise available upon such latter election. All of the rights and remedies of Landlord set forth in this Lease or available under Applicable Law are cumulative. 17.3 Measure of Damages. (a) Performance of Tenant's Obligations. If Landlord cures Tenant's Default, then Tenant will immediately pay Landlord (i) all reasonable expenses incurred by Landlord in enforcing this Lease, including all legal costs (including attorneys' fees), (ii) all reasonable Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 33 of 78 expenses incurred by Landlord in curing Tenant's Default, and (iii) all other damages incurred by Landlord due to the Event of Default, subject to Landlord's duty to mitigate any and all such damages. (b) Surrender; Outstanding Obligations. If Landlord terminates Tenant's right to possess the Leased Premises but not this Lease, then Tenant will immediately vacate and surrender the Leased Premises and pay Landlord (i) the reasonable cost of recovering the Leased Premises and removing and storing Tenant's furniture, fixtures, equipment, and personal property or other property and (ii) the amounts referenced in clauses (i) through (iii) of Section 17.3(a). All Base Rent or any other fee or charge due and payable as required hereunder will continue to accrue after Landlord terminates Tenant's right of possession and is to be payable in accordance with the provisions in Section 17.3(c). (c) Lease Pavments for Remainder of the Term. If Landlord terminates Tenant's right to possess the Leased Premises but not this Lease, then Tenant will be obligated to pay to Landlord the Monthly Base Rent plus fees or charges due as defined in the terms of the Lease until the Term ends or pay the amount in full at any time during the remainder of the Term based on the net present value, the discount rate for this calculation being 4%. 17.4 Landlord Reasonable Efforts to Relet. Upon termination of Tenant's right to possess the Leased Premises, to the extent required by applicable law, Landlord will use reasonable efforts to relet the Leased Premises. Landlord will be deemed to be acting reasonably if Landlord refuses to lease the Leased Premises to a prospective new Tenant who (i) is an Affiliate of Tenant, (ii) requires additional leasehold Improvements to be made at Landlord's expense, or (iii) desires (A) to lease for a shorter or longer term than remains under this Lease, (B) to reconfigure or combine the Leased Premises with other space, (C) to take only a part of the Leased Premises, or (D) to change the permitted use. 17.5 Default by Landlord. Landlord will in no event be charged with a default in the performance of any obligations under this Lease unless and until Landlord has failed to perform such obligations for a period of thirty (30) days, except in cases of emergency, to cure any such default after written notice by Tenant is received by Landlord properly specifying Landlord's failure to perform any such obligations; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion (but not to exceed an additional sixty (60) days). If Landlord fails to perform Landlord's obligations within such timeframe after receipt of written notice of such default, except in cases of emergency, Tenant may at its option (but shall not be required to) perform such obligations on Landlord's behalf, and the actual and reasonable costs thereof shall be due and payable by Landlord within thirty (30) days after written notice to Landlord. Notwithstanding anything in this Lease to the contrary, in the event Tenant has not received such payment within such thirty (30) day period, then Tenant may offset said amounts against Base Rent subject to the Offset Limit (as such term is defined herein). The maximum amount that Tenant may deduct in any one month (the "Offset Limit") shall be limited to the greater of (i) fifty percent (50%) of the then monthly base rent or (ii) the amount necessary to fully amortize in equal monthly amounts the amount due (including interest of 8% per annum) over the Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 34 of 78 remainder of the Term (including any shortened Term if this Lease is terminated prior to its current expiration date, and assuming no extensions of the Term beyond its current expiration date). ARTICLE XVIII MISCELLANEOUS 18.1 Assignment and Subleasing. a) By Tenant. Except as expressly permitted below, Tenant shall not, without the prior written consent of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, including any necessary City Council approval, assign, sublet, transfer, mortgage or hypothecate this Lease or the right to use and occupy the Leased Premises, and any attempt to do any of the foregoing without Landlord's consent shall be void. Consent to one assignment or subletting shall not be deemed to be consent to any subsequent assignment or subletting. Upon any sublease or assignment, including under Section 18.1(b) or Section 18.1(c). Tenant shall (i) remain liable for the payment of all rent and fees, and the performance of all obligations under the Lease and (ii) promptly pay to Landlord fifty percent (50%) of all rent proceeds over and above the Basic Rent then in effect, which is derived by Tenant from a third party sublease once Tenant has recouped any costs in incurred by Tenant in connection with any such assignment, sublet or transfer. Sublease rights are personal to the Tenant named herein and not to any assignee or subtenant, and are not appurtenant to the Lease Premises or this Lease. b) Tenant's Permitted Assignee. Notwithstanding the provisions of Section 18.1 a above, Landlord acknowledges that Tenant may, without obtaining the prior written consent of Landlord, assign the Lease to an Affiliate of Tenant. Tenant will promptly notify Landlord of any such assignment and will provide Landlord with a copy of any executed subleases or assignments. c) Sublease. Tenant may sublease any portion of its rights under this Lease to any party that Tenant may elect upon the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. d) By Landlord. Landlord may, without Tenant's consent, sell, assign or otherwise transfer or convey all of Landlord's interest in and to this Lease, the Base, the Leased Premises, the Central Utility Plant, the Fuel Farm and the IWTF, and Tenant agrees to attorn to the new owner as "Landlord" for all purposes hereunder so long as Landlord provides Tenant no less than thirty (30) days prior written notice of the effective date of any such proposed sale, assignment, transfer or conveyance and such assignee (i) has or will have all the permits, certificates, licenses, and authorizations that are necessary and advisable for such transferee to fulfill the obligations of "Landlord" under this Lease (or has contracted with a Management Company or Fuel Services Company to fulfill such obligations and that has all such permits, licenses and authorizations) and (ii) enters into a written agreement (a copy of which is to be provided to Tenant) pursuant to which such transferee acquires all rights and assumes all obligations of Landlord under this Lease and any other agreement or document necessary to provide to Tenant the benefits and rights afforded to Tenant under this Lease, as if such transferee were named Landlord herein. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 35 of 78 18.2 Interest Charges. Should either party fail to pay any amount due to the other under this Lease when due, interest will accrue from the date on which such sum is due and such interest will be paid at the time of payment of the delinquent sum. Whenever reference is made in this Lease to the accrual of interest on sums due or whenever any amount owed is not paid when due, such sum will bear interest at a rate of ten percent (10%) per annum. 18.3 Attornevs' Fees. If either party brings an action in litigation related to this Lease, the prevailing party shall be entitled to recover from the non -prevailing party the reasonable attorneys' fees and litigation costs incurred by such prevailing party in connection with such litigation. 18.4 Severabilitv. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by law, the parties hereby waive any provision of law which may render any provision hereof void or unenforceable in any respect. 18.5 Entire Agreement; Amendments. This Lease constitutes the complete agreement of the parties with respect to the subject matter contained herein and supersedes all previous agreements, representations and understandings concerning the same. The provisions of this Lease may be modified, amended or waived only by a written instrument, executed by Landlord and Tenant. 18.6 Pavments. All Lease and Operating Expense payments shall be paid via direct deposit into the Alliance Maintenance Fund. Wiring instructions shall be provided to Tenant by the Management Company. 18.7 Notices. Unless otherwise expressly set forth in this Lease, all notices, reports, invoices and other communications required hereunder to be given to or made upon any party shall be in writing, shall be addressed as provided below and shall be considered as properly given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is obtained); (ii) one (1) business day after dispatch, if dispatched by a recognized express delivery service which provides signed acknowledgments of receipt; or (iii) three (3) business days after deposit in the U. S. mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. For the purposes of notice, the addresses of the parties shall be as set forth below; provided, however, that either party shall have the right to change its address for notice to any other location by giving at least three (3) business days prior written notice to the other party in the manner set forth above. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 36 of 78 If to Landlord: City of Fort Worth Property Management Department 900 Monroe Street, Suite 400 Street Fort Worth, Texas 76102 Attention: Lease Management With a copy to: City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 If to Tenant: Mammoth Freighters LLC Attn: David Steinmetz and Todd Hunter Senior VP of Operations 2060 Eagle Parkway Fort Worth, Texas 76177 With a copy to: Kessler Collins, P.C. 500 North Akard Street, Suite 3700 Dallas, Texas 75201 Attn: Anthony J. Barbieri 18.8 Waiver, Remedies Cumulative. Either party to this Lease may specifically waive in writing any rights, terms or conditions hereunder, or any breach hereof, but no such waiver shall constitute a waiver of any other right, term, condition or breach. By written notice, a waiving party may at any time direct future compliance with any matter previously waived, in which event, such party shall comply as directed from that time forward. No delay or omission in the exercise or enforcement of any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and not mutually exclusive. 18.9 Binding Effect. This Lease shall be binding upon the parties, their personal representatives, successors and assigns. 18.10 Governing Law. This Lease will be governed by, and construed in accordance with, the laws of the State of Texas without regard to choice of law principles. Any suit, action or proceeding with respect to this Lease may be brought exclusively in the courts of the State of Texas, County of Tarrant, or in the United States District Court for the Northern District of Texas, Fort Worth Division, as Tenant or Landlord, whichever is applicable, in Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 37 of 78 its sole discretion may elect and Landlord and Tenant hereby submit to the jurisdiction of such courts for the purpose of any suit, action or proceeding. 18.11 References. All references in this Lease to particular Articles and Sections are references to Articles and Sections of this Lease, unless otherwise indicated. The headings and captions in this Lease are furnished for convenience of reference only and do not constitute a part of this Lease or in any way affect the meaning or interpretation of the terms or provisions hereof. References in the singular number in this Lease shall be considered to include the plural, if and when appropriate, and vice versa. 18.12 Multiple Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same instrument. 18.13 Recordation. Landlord and Tenant agree not to record this Lease, but both parties hereto agree, on request of the other, to execute a memorandum of lease in recordable form and complying with applicable laws of the State of Texas, which memorandum of lease may be recorded by the parry requesting same at such parry's cost. 18.14 Construction. This Lease is the product of negotiations between the parties, and shall be construed as if jointly prepared and drafted by them. No provision hereof shall be construed for or against any party due to its actual role in the preparation or drafting hereof by reason of ambiguity in language, rules of construction against the drafting parry or similar doctrine. 18.15 No Third Partv Beneficiaries. Except as otherwise provided herein, nothing in this Lease shall be construed as giving any person other than the parties hereto any right, remedy or claim under or in respect of this Lease or any provision hereof. 18.16 Brokerage. Each party warrants to the other that it has had no dealings with any broker, agent or consultant in connection with this Lease except Hillwood Properties, whose commission Landlord shall pay pursuant to a separate agreement. Tenant shall have no obligation for any commission. 18.17 Compliance with Laws. Tenant must at all times conduct its operations at and use the Leased Premises in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from time to time. Landlord must at all times perform its obligations under this Lease in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from time to time. Tenant hereby represents and warrants that, except as otherwise set forth herein, prior to the Effective Date, it shall have obtained (i) if required based on Tenant's specific use of the Leased Premises, any such permit as is necessary or required by any governmental or quasi -governmental authority in order to properly discharge industrial and sanitary wastewater from the Leased Premises that is generated by Tenant in the conduct of its operations at and use of the Leased Premises, and (ii) any other permit or license that is required in order for Tenant to properly perform Tenant's obligations hereunder and conduct its operations at the Leased Premises. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 38 of 78 Landlord hereby represents and warrants that prior to the Effective Date it shall have obtained or caused Management Company or Fuel Services Company to have obtained (i) any such permit as is necessary or required by any governmental or quasi -governmental authority in order to operate the Fuel Farm, the IWTF and the CUP, including, without limitation, permits related to air, storm water, waste, and wastewater, and (ii) any other permit or license that is required in order for Landlord to properly perform Landlord's obligations hereunder. 18.18 Governmental Powers. By execution of this Lease, neither Landlord nor any of its assignees or transferees waives or surrenders any of their governmental powers or immunities. 18.19 Force Majeure. If either parry is unable, either in whole or part, to fulfill its obligations under this Lease due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; pandemic; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or city government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 18.20 No Liens. Landlord hereby represents and warrants that, as of the Effective Date, there are no mortgage, deed of trust or similar liens affecting the Facility. Exhibits: • Exhibit A — INTENTIONALLY DELETED • Exhibit B-1— Site Plan • Exhibit B-2 — Leased Premises • Exhibit C — Uplift Services • Exhibit D — Fees for Uplift Services • Exhibit E — CUP Utilities and Services • Exhibit F — CUP Utilities and Services Fees • Exhibit G — Common Area Fees • Exhibit H — Tenant Improvements • Exhibit I — Building Improvements Details [Signature Page Follows] Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 39 of 78 The parties hereto have executed this Lease to be effective on February 15 , 2024 (the "Effective Date"). LANDLORD: CITY OF FORT WORTH, a Texas home rule municipal corporation knva�i.a� By: Dana Burghdoff(Feb ,20241110C Name: Dana Burghdoff Title: Assistant City Manager TENANT: Mammoth Freighters LLC, a Florida fi ' d liability c p y By: Na T64p 14✓^11-99 Title: C-C—Q City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Mark Bro%n (Feb 15, 202411:04 CST) Name of Employee Lease Manager, Property Management Department Title Approved as to form and legality: Thomas R. Hansen Assistant City Attorney pad FORT°oaa s o Attest: pro - • a°B� nez6saa l Jannette S. Goodall City Secretary Form 1295:2023-1071683 Contract Authorization: M&C: 23-1062 Date: 12/12/2023 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 40 of 78 EXHIBIT A [INTENTIONALY DELETED] Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 41 of 78 EXHIBIT B-1 SITE PLAN Tenant Parking Spaces-�' Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC GUUU rldylU r-dIFwdy Fort'North. TIC 76177 —_ I Page 42 of 78 EXHIBIT B-2 LEASED PREMISES First Floor Approximately 56,931 SF Inside building area outlined in red Outside covered area outlined in yellow I T T T T T T T T T T I 14 --- 7 A Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC AAmYAlltlt Page 43 of 78 Second Floor Annroximately 15.356 SF Inside building area outlined in red o--- o--- o--- o--- �r LEVEL 2 PLAN Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 44 of 78 EXHIBIT C UPLIFT SERVICES The IWTF collects and processes wastewater, generates Reverse Osmosis (RO) water and distributes treated water to the Base, including the Leased Premises. During the Term, the Lift Station shall be available to receive the flow of Industrial Wastewater from Tenant's operations that are transported through it to the IWTF on a continuous basis twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. Landlord will be responsible for the maintenance, operation, and compliance of the IWTF in a commercially reasonable manner. More specifically, Landlord will be responsible for collecting the uplift (wastewater) meter readings for the Base, including the Leased Premises, the Central Utility Plant, and shall perform all of the following during the Term: (i) operate, maintain, insure and keep in good repair and operating condition the IWTF (including all pipes connecting the IWTF to the Lift Station), (ii) operate and maintain the IWTF in accordance with all applicable Landlord -held permits, certificates, licenses and all applicable laws and regulations and operate and maintain the IWTF Station in accordance with reasonable industry standards, (iii) apply for and obtain and keep in full force and effect, and comply with all terms of, all permits, certifications, and licenses necessary or advisable to lawfully operate and maintain the IWTF and to perform the Uplift Services in compliance with applicable laws and regulations and reasonable industry standards, and (iv) employ and maintain properly licensed and qualified operators to operate the IWTF and to perform the Uplift Services. Landlord shall have the right, but not the obligation, to sample the Industrial Wastewater transported through the Lift Station using the internal testing equipment in existence and in place at the IWTF as of the Effective Date, and if Landlord completes such sampling, Landlord must deliver to Tenant the testing results within three (3) business days after receiving such testing results. Tenant shall have the right, but not the obligation, to sample the Industrial Wastewater transported through the Lift Station at commercially reasonable intervals to confirm the Industrial Wastewater is within the acceptable limits regarding substances and concentrations as determined by commercially reasonable industry standards (the "Wastewater Standards"). Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters LLC Page 45 of 78 EXHIBIT D FEES FOR UPLIFT SERVICES The Uplift Fees shall be calculated using the following formula: (Tenant Uplift Services Usage / Total Uplift Services Usage) * (Total IWTF Costs) Where the capitalized terms not otherwise defined in this Lease shall have the following meanings: "Tenant Uplift Services Usage" means the gallons of Industrial Wastewater transported through the Lift Station to the IWTF on behalf of Tenant in the applicable monthly billing period (as determined by the applicable sub -meter). "Total Uplift Services Usage" means the total number of gallons of Industrial Wastewater transported to the IWTF, whether on behalf of Tenant, the other Base Tenants, or otherwise, in the applicable monthly billing period. "Total IWTF Costs" shall mean Landlord's reasonable out-of-pocket operating costs of providing the Uplift Services in the applicable monthly billing period and shall include the salaries of Landlord's (or Management Company, as applicable) employees not above the level of property manager (or portion thereof) solely to the extent directly attributable to the operation of the IWTF, administrative overhead directly attributable to the operation of the IWTF, costs of input (e.g., natural gas, electricity and water) required to operate the IWTF, costs of materials and maintenance costs of the IWTF, licensing costs to the extent attributable to the IWTF, and other costs incurred in the normal course of operating the IWTF. The Total IWTF Costs shall not include capital costs or other costs that are reimbursed by insurance or other third -party sources and shall be adjusted by any reimbursements, discounts, rebates, credits, and refunds received by Landlord. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 46 of 78 EXHIBIT E CUP UTILITIES AND SERVICES CUP Utilities Steam: Landlord must maintain minimum steam pressure of 150 PSI (or such other minimum pressure as the parties may hereafter agree from time to time) and a baseline minimum capacity of 20,000 pounds/hour. Compressed Air: Landlord must maintain the compressed air system at a minimum of 100 PSI (or such other minimum pressure as the parties may hereafter agree from time to time) at 1000 CMF/minimum average capacity. The optimal air pressure is between 103 and 105 PSI; provided, however, it shall never exceed 125 PSI. Chilled Water: Landlord must maintain enough delivered capacity to maintain a baseline of 2,600 gallons per minute of water with a temperature of 43-45 degrees Fahrenheit, which baseline has been a successful strategy employed in the past to permit an optimal air temperature for the buildings located on the Leased Premises of 72 degrees Fahrenheit. Landlord will be responsible for maintenance, operation and compliance of the Central Utility Plant in order to assure the provision of the CUP Utilities to Tenant as required under the Lease. Landlord will be responsible for collecting the meter readings for each utility component (steam, chilled water, and compressed air) for the Base, including the Leased Premises and all other buildings and facilities receiving any CUP Utilities. CUP Services Fire Monitoring and Protection Services: Landlord must maintain both a monitoring network and a suppression network up to the walls of Tenant's Lease Premises. Landlord must maintain and operate the central pump house to provide water pressure for the fire suppression systems, and such central pump must maintain enough pressure to run the suppression systems of multiple buildings at one time. Landlord must also maintain and operate the master fire and smoke detection panels, including that to which Tenant's subpanel connects. Tenant is responsible for the cost of their pro -rated share of the fire monitoring and protection services of the Leased Premises. HVAC Control for the Leased Premises: Landlord shall continuously monitor and adjust from the CUP as necessary the indoor air temperatures within the Leased Premises so as to assist the Tenant in achieving the agreed target temperatures in all of the buildings located on the Leased Premises. If Tenant requests an adjustment of individual valve settings for ambient temperature, Landlord must acknowledge Tenant's request within thirty (30) minutes of the receipt of such request and begin to make changes necessary to make such adjustment within four (4) hours of Tenant's request. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 47 of 78 EXHIBIT F CUP UTILITIES AND SERVICES FEES "CUP Fees" shall mean the sum of the Tenant Steam Fee, the Tenant Chilled Water Fee, the Tenant Compressed Air Fee, and the Capital Reserve Fee which are calculated as follows: "Tenant Steam Fee" _ (Total Steam Operating Costs / Total steam creation from the Central Utility Plant) * Tenant's Actual Usage "Tenant Chilled Water Fee" _ (Total Chilled Water Operating Costs / Total chilled water creation from the Central Utility Plant) * Tenant's Actual Usage. "Tenant Compressed Air Fee" _ (Total Compressed Air Operating Costs / Total compressed air creation from the Central Utility Plant) * Tenant's Actual Usage. "Capital Reserve Fee" _ [(Tenant's Actual Usage of steam + Tenant's Actual Usage of chilled water + Tenant's Actual Usage of compressed air) / (Total steam creating from the Central Utility Plant + Total chilled water creation from the Central Utility Plant + Total compressed air creation from the Central Utility Plant)] * $.02 per kwh utilized by the Base Landlord will expend all Capital Reserve Fees received on necessary capital repairs, replacement or maintenance of the Central Utility Plant and for no other reason. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 48 of 78 EXHIBIT G COMMON AREA FEES Common Area Fees shall be calculated using the following formula: (Leased Premises Square Feet / Base Square Feet) * (Total Common Area Costs) Where the capitalized terms not otherwise defined herein shall have the following meanings: a) "Leased Premises Sauare Feet" shall mean the sum of the square footage of the of the Leased Premises which is agreed to be 72,287 square feet. b) "Total Base Square Feet" shall mean the sum of the square footage of each of the buildings located on the Base. It is agreed that Total Base Square Feet is 1.748.547 square feet. c) "Total Common Area Costs" shall mean the sum of Landlord's reasonable out of pocket operating costs and expenses which Landlord shall incur, pay or become obligated to pay in connection with the operation, maintenance, and repair of the Common Areas, and shall include but not be limited to landscaping, janitorial, security, repairs, Leased Premises roof repair and replacement, and other operating costs that are necessary for the continuing operation of the Base, excluding, however, the following: 1. Any reimbursements, discounts, rebates, credits, and refunds to which Landlord (or Management Company on its behalf or in connection with incurring any such Total Common Area Costs) is entitled or receives from any third party; 2. Any expenditures that are the responsibility of Landlord or Tenant (or any third party) under this Lease or any Adjoining Tenant and that are attributable to the Leased Premises, the IWTF, the Central Utility Plant (excluding the janitorial and security services provided by Landlord in connection with the Central Utility Plant), the Fuel Farm, the Hazardous Waste Building, the CMS Building, or any Adjoining Tenant's facility (such as the hangar); 3. Costs of capital improvements, replacements or equipment and any depreciation or amortization expenses thereon, except to the extent (A) reasonably intended to produce a reduction in Total Common Area Costs, but only to the extent of such reduction, or (B) required by any laws applicable to the Base after the date of the Lease, or for health or safety purposes, or (C) for improvements to or replacements of any components of the Common Areas (it being understood that any costs incurred by Landlord in connection with this Section 3(A), (B) and (C) shall be amortized on a straight line basis over the useful life of such improvements, replacements and equipment (pursuant to generally accepted account principles) over a period equal to and included in Operating Expenses only Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 49 of 78 to the extent of the amortized amount for the respective calendar year during the Term); 4. Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a capital improvement excluded in clause (3) above; 5. Costs, including permit, license and inspection costs, incurred with respect to other Base Tenants or other occupants of the Base or incurred in renovating or otherwise improving vacant space for or the premises of other Base Tenants or other occupants of the Base; 6. Costs incurred by Landlord due to the violation by Landlord of the terms and conditions of this Lease or any other lease of any portion of the Base; 7. Marketing costs and advertising and promotional expenditures; Interest, fines or penalties incurred as a result of Landlord's failure to make payments when due unless such failure is reasonable under the circumstances; 8. The depreciation of any capital improvements on the Base except the Leased Premises roof replacement depreciation; 9. Any cost incurred due to the negligence or willful misconduct of Landlord, Tenant, Management Company, Fuel Services Company or any Adjoining Tenant; 10. Debt service under mortgages or ground rent under ground leases; 11. Costs of restoration to the extent of net insurance proceeds received by Landlord with respect thereto; 12. Leasing commissions or the costs of renovating space for tenants; or 13. Any costs or legal fees incurred in connection with any particular tenant. Proration: If this Lease terminates on a day other than the last day of a calendar year, the amount of Common Area Fees payable by Tenant applicable to the calendar year in which such termination occurs will be prorated on the basis that the number of days from the commencement of such calendar year to and including such termination date bears to three hundred sixty-five (365) days. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 50 of 78 Amount EXHIBIT H TENANT IMPROVEMENTS See EXHIBIT I for more details Vendor 70,264.00 REGENT SERVICES 269,420.00 MATERIAL HANDLING SYSTEMS, INC 71,060.00 TD INDUSTRIES, INC 24,500.00 PALLET RACK TRADER.COM 57,612.00 PRESTIGE EXTREME MACHINING & MANUFACTURING 21,449.99 DISCOUNT RAMPS.COM 514,305.99 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Description VARIOUS ADDITONAL LEASEHOLD IMPROVEMENTS as described in Exhibit 1 2 CRANES WITH 2 TON BRIDGES LABOR AND MATERIAL CRANE INSTALLATION AND VACUME PUMPS FOR BUILDING 11 INSTALLATION /TEAR DOWN RACK CANTILEVER PER CUSTOMER SUPPLIED DWG. MOVING AND SET UP IN BUILDING 11 STEELYARD RAMP AND PLATFORM KIT - 22,000 LBS CAPACITY Page 51 of 78 EXHIBIT I Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 52 of 78 EXHIBIT I Building 11 Cost build / rent abatement PO Amount Vendor 179,622.31 12311 pd 5/22/23 89,797.70 11290 pd 11/8/22 368 269,420.01 MATERIAL HANDLING SYSTEMS, INC 2,225.00 FTI-073386 pd $2,408.5710/14/22 42,975.00 FTI-075503 pd $46,520.45 10/27/22 11,246.25 FTI-102859 pd $11,246.25 8/10/23 1,113.75 FTI-102859 pd $2,133.45 8/28/23 12,360.00 Total FTI-102859 13,500.00 FTI-079931 pd 11/22/22 315 71,060.00 TD INDUSTRIES, INC 6,125.00 25% deposit pd 10/15/22 18,375.00 14309 pd 10/27/22 375 24,500.00 PALLET RACK TRADER.COM 380 57,612.00 PRESTIGE EXTREME A pd 10/14/22 389 21,449.99 DISCOUNT RAM PS.C( pd 10/14/22 NA 70,264.00 REGENTSERVICES pd 11/28/22 514,306.00 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 53 of 78 Please Remit Payment To: MH5Material Handling Systems, Inc. Invoice 2741 NI Ave Phone 954-921-1171 Invoice 0012311 Pompano Fax 954-921-7117 Beach, FL 33064 E-Mail ARrg?mhscrane,corn Date 5/5/2023 Work Order 021.221 Bill To Ship To Mammoth Freighters LLC Mammoth Freighters LLC 2060 Eagle Parkway 2060 Eagle Parkway Fort Worth, TX 76177 Fort Worth, TX 76177 You agree to pay a service charge on all accounts unpaid within 30 days ofthe due date at a rate of 1.5 % per month. In the event that Material Handling Systems, Inc. is required to turn to the collection of monies over to an attorney you hereby agree to pay all costs, interest and attorneys fees, including the cost of associated filing of lien demand of payment from surety_ Purchase Order Ship Via II FOB Reference 11 Entered By II Sales rep II Terms 368 01032-221 SAM9/12/2022 Mal Due on receipt Product I I Quantity Description I I Price Disc % I Amount Tax Quoted Parts & D.67EA Parts & Labor- Two cranes each with 2 269,420.00 EA 1 179,622.31 Non Labor ton bridge cranes -tap running single girder. approx 24' span Dual drive end trucks-spd 60 FPM, Two 112 HP bridge motors, Bridge brakes as required by OSHA, 2 Ton ACI wire rope hoist w/ 26' of lift, hoist spd 16 FPM, tro"ey spd 43 FPM, drop lugs and rail sweeps, bumpers as required. Trolley brake as required. 150 fit of runway beam (times 2 sides) sized for 30 ft spacing between columns painted light gray second crane w/ 165' of runway, rails for runway. Total amount for job is $$ 269,420.00 PROFORMA WAS SENT TO THEM ON 9/12/2022 Flectronic Payment Information ACH Instruction for Domestic Wire Instructions for International (ABA) Routing #: 263191387 (ABA) Routing #: 263191387 Account* 0000245600194 Account#0000245600194 Swift: BRB7t1S33 �nkyou_7ar your_WwmPss Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC I Tax I Total Payments/Credits Balance Due 0.00 1179,622.31 0.00 $179,622.31 Page 54 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 04/28/2023 This Statement: 05/31/2023 Customer Service 1-888-400-9009 Page 13 of 17 DNP H ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference O5/22 113,248.00 WIRE TYPE:WIRE OUT DATE:230522 TIME:1643 ET 00370495754 TRN:2023052200495754 SERVICE REF:014091 '3NF:C0X AND COMPANY ID:9877648767 BNF BK:MANUFACTU ERS & TRADERS ID:022000046 PMT DET:Cu at 2470 Invo ce F02645 O5 2 179,622.31 TYPE:WIRE OUT DATE:230522 TIME:1643 ET 00370495683 : 2023052200495683 SERVICE REF:014136 JIRNE F:MATERIAL HANDLING SYSTEMS ID:0000245600194 F BK:TRUIST BANK ID:263191387 PMT DET:Inv 001231 1 PO 368 Ref Q1032-221 05/22 185,320.00 WIRE TYPE:W:IRE OUT DATE:230522 TIME:1643 ET 00370495753 TRN:2023052200495753 SERVICE REF:014249 BNF:THOMAS INSTRUMENT ID:1004017263 BNF BK:STELLAR BANK ID:113025723 PMT DET:5716 Invoice 5716 05/22 212,973.50 WIRE TYPE:WIRE OUT DATE:230522 TIME:1643 ET 00370495760 TRN:2023052200495760 SERVICE REF:014253 BNF:TLG AEROSPACE, LLC ID:3597888773 BNF BK:BOEING EMPLOYEES CREDIT ID:325081403 PMT DET:invoices em ailed remittance 05/22 285,500.00 WIRE TYPE:BOOK OUT DATE:230522 TIME:1643 ET 00370495740 TRN:2023052200495740 RELATED REF:6280031888 BNF:PACIFIC SCIENTIFIC COMPANY ID:008765616646 PMT DET:6280031888 O5/23 89,915.57 WIRE TYPE:WIRE OUT DATE:230523 TIME:0854 ET 00370281623 TRN:2023052300281623 SERVICE REF:005461 BNF:WAGNER AERONAUTICAL INC ID:1002314969 BNF BK:P ACIFIC WESTERN BANK ID:122238200 PMT DET:invoices invoices O5/24 11,616.16 WIRE TYPE:WIRE OUT DATE:230524 TIME:1814 ET 00370489991 TRN:2023052400489991 SERVICE REF:016029 BNF:AIRCRAFT INSPECTION MANAG ID:1977722121 BNF BK:WELLS FARGO BANK, N.A. ID:121000248 PMT DET:CF 912 Invoice 1112 O5/24 79,525.55 WIRE TYPE:WIRE OUT DATE:230524 TIME:1351 ET 00370382828 TRN:2023052400382828 SERVICE REF:444659 BNF:ADP INC ID:00412283 BNF BK:DEUTSCHE BANK TRUST CO. ID:0103 PMT DET:KHQNP 26238743 KHQNP Client I D 26238743 05/25 4,318,36 WIRE TYPE:W.IRE OUT DATE:230525 TIME:0446 ET 00370038818 TRN:2023052400038818 SERVICE REF:003288 BNF:PAYSMART USA ID:153559259418 BNF BK:U.S. BANK N.A. (SEATTLE ID:125000105 PMT DET:Inv JUN230552 I nv JUN230552 05/25 9,521.61 WIRE TYPE:WIRE OUT DATE:230525 TIME:0446 ET 00370038551 TRN:2023052400038551 SERVICE REF:003165 BNF:PAYSMART USA ID:968361469 BNF BK:JPMORGAN CHAS E BANK, NA ID:267084131 PMT DET:Invoices JUN230360 JUN230361 JUN230362 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 55 of 78 Please Remit Payment To: MH5Material Handling Systems, Inc. Invoice 2741 NE4thAve Phone 954-921-1171 Invoice 0011290 Pompano Fax 954-921-7117 Beach, FL 33064 Date 11/412022 E-Mail AR@mhscrane,com Work order 021-221 Bill To Ship To Mammoth Freighters LLC Mammoth Freighters LLC 2060 Eagle Parkway 2060 Eagle Parkway Fort Worth. TX 76177 Fort Worth. TX 76177 You agree to pay a service charge on all accounts unpaid within 30 days of the due date at a rate of 1,5% per month. In the event that Material Handling Systems, Inc is required to turn to the collection of monies over to an attorney you hereby agree to pay all costs, interest and attorneys fees, including the cost of associated fling of lien demand of payment from surety. Purchase Order 'I Ship Via II FOB jl Reference (I Entered By II Sales rep II Terms 368 Q1032-221 SAM9/12/2022 Manuf Due on receipt Product I Quantity ' Description I I Price' Disc % I Amount ' Tax Quoted Parts & 0.33EA Parts & Labor- Two cranes each with 2 269,420.00 EA 0.00 89,797.69 Tax Labor ton bridge cranes -top running single girder. approx 24' span Dual drive end trucks-spd 60 FPM, Two 1/2 HP bridge motors, Bridge brakes as required by OSHA, 2 Ton ACI wire rope hoist w/ 26' of lift, hoist spd 16 FPM, tro;;ey spd 43 FPM, drop lugs and rail sweeps, bumpers as required. Trolley brake as required. 150 ft of runway beam (times 2 sides) sized for 30 ft spacing between columns painted light gray second crane w/ 165' of runway, rails for runway. Total amount for job is $$ 269,420.00 PROFORMA WAS SENT TO THEM ON 911212022 Electronic Payment Information ACH Instruction for Domestic Wire Instrucho ns for International (ABA) Routing #: 263191387 (ABA) Routing #: 263191387 Account#. 0000245600194 Account#: 0000245600194 Swift: BRBTUS33 Iran f you JDr your Business Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Taxl I Total Payments/Credits Balance Due 0.00 USD 89,797.69 0.00 $89,797.69 Page 56 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 MAMMOTH FREIGHTERS LLC Account Number 4451437817 01 01 169 05 M0000 34 0 Last Statement: 10/31/2022 This Statement: 11/30/2022 Customer Service 1-888-400-9009 Page 2 of 10 DNP H ANALYZED INT CHECKING Withdrawals and Debits Other Debits Date Customer Bank Posted Reference Amount Description Reference 11/02 11,826.00 WIRE TYPE:BOOK OUT DATE:221102 TIME:1143 ET 00370310541 TRN:2022110200310541 RELATED REF:Nov Rent BNF:ASPIRE MRO LLC ID:004451690780 PMT DET:Nov Ren t 11/02 1,546,201.00 WIRE TYPE:WIRE OUT DATE:221102 TIME:1303 ET 00370343604 TRN:2022110200343604 SERVICE REF:009348 AGNER AERONAUTICAL INC ID:1002314969 BNF BK:P WESTERN BANK ID:122238200 PMT DET:Inv 1027 AJK:TRUIST Inv27 11/08 89,797.69 WIRYPE:WIRE OUT DATE:221108 TIME:0501 ET 00370084530 TRN22110800084530 SERVICE REF:002411 BNFTERIAL HANDLING SYSTEM I ID:245600194 BNF BANK ID:263191387 PMT DET:Inv 11290 ADV 11/14 338.17 WIRE TYPE:WIRE OUT DATE:221114 TIME:0324 ET 00370172562 TRN:2022111400172562 SERVICE REF:005463 BNF:ADP INC ID:8026575618 BNF BK:PNC BANK, NATIONA L ASSO ID:031207607 PMT DET:Cust 2162385 Inv 61777 6338 11/14 400.00 WIRE TYPE:WIRE OUT DATE:221114 TIME:0324 ET 00370172563 TRN:2022111400172563 SERVICE REF:005683 BNF:HEALEY TECH LLC ID:7304335008 BNF BK:WELLS FAR GO BANK, N.A. ID:121000248 PMT DET:October Invoice s 38 39 11/14 975.00 WIRE TYPE:BOOK OUT DATE:221114 TIME:0341 ET 00370172565 TRN:2022111400172565 RELATED REF:Cust 1000230702 BNF:CONCUR TECHNOLOGIES INC ID:008666042384 PMT DET:Inv 101900193653 11/14 1,284.68 WIRE TYPE:BOOK OUT DATE:221114 TIME:0341 ET 00370172567 TRN:2022111400172567 RELATED REF:Acct 407512000 BNF:MC MASTER-CARR SUPPLY ID:008666602021 PMT DET: 86088119 87395462 87390951 11/14 2,125.05 WIRE TYPE:WIRE OUT DATE:221114 TIME:0324 ET 00370172564 TRN:2022111400172564 SERVICE REF:005684 BNF:KESSLER COLLINS ID:810282330 BNF BK:JPMORGAN C HASE BANK, NA ID:111000614 PMT DET:Inv 73230 Invoi ce 73230 11/14 2,568.00 WIRE TYPE:WIRE OUT DATE:221114 TIME:0324 ET 00370172560 TRN:2022111400172560 SERVICE REF:005557 BNF:HERBER AIRCRAFT SERVICE IN ID:401565876 BNF BK:CITY NATIONAL BANK ID:122016066 PMT DET:Inv 419447 PO 177 11/14 2,741,47 WIRE TYPE:WIRE OUT DATE:221114 TIME:0324 ET 00370172561 TRN:2022111400172561 SERVICE REF:005462 BNF:EPICOR SOFTWARE CORP ID:4311849046 BNF BK:WELL S FARGO BANK, N.A. ID:121000248 PMT DET:Cust 15959 9 MRIV100-10427390 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 57 of 78 • 0 • �� Remit To'. 1' } TD Industrkes ft TDIndustrfes Dal as TX 075303-0008 Bill To: 9032 1 NO 0.515 F021IX ID362 D9695013a55 S2 P9758711 0001 A001 6nIoil [Ildllll'r11IIIIII11-IIII-'III IIIIIIrlrlrlllrllldllhfl MAMMOTH FREIGHTERS LLC 12060 EAGLE PKWY a 2060 EAGLE PKWY FORT WORTH TX 76177-2300 315 SERVICE INVOICE Invoice Number Terms Invoice Date FTI-073386 Net 306 9/2112022 l Service Date 9/1412022 Work Order Number 97186 Work Address: Mammoth Freighters LLC 12060 Eagle Pkwy 2060 Eagle Pkwy Fort Worth TX 76177 C0005760 1 $2,408.57 Description of Service • Provide and install SO card connections for (6) vacuum pumps to include as follows. • Provide and install Calum mess grips to connect to the vacuum pump to hold the SO card in place. • Provide and install 20' of 1214 SO cord for each of the (6) vacuum pumps. • Provide and install NEMA Li 8-20 male cord caps (Twist Lock) on the and of each SO card_ • Make all electrical connections in each of the (6) vacuum pumps. 9/12 performed above work list. IL,il Q 2- To ensure your safety and the safety of our TDPartners, we have instituted a number of protocols in adherence with recommendations from the Centerfor Disease Control and Prevention. Please visit our website, to view our safety protocols and the ways we are committed to remaining safe in the wake of Cl hftps:ifw .tdindustries.com A 3% surcharge will be assessed to each credit card transaction. Sales Total $2.225.00 Thank yoU for Ivin u5 the o ortunl to serve ou. Wee reWate our business. Tax Total $183,57 Pay This Amount $2,408.57 National Service Call Center: (800) 864-7717 Arizona C37 - ROC246535, C39-ROC246533, C74-ROC264264 Austin TACLA00027827C, ME 32734, Plumbing M-18944 - Wesley Baker Arizona 4801449-7690 Fort worth 817I306-6500 Dallas TACLA12338C, TEC17889, Plumbing M18944 - Wesley Baker Austin Si 21445-7690 Houston 7131939-1986 Houston TACLA00060764C, EC-17889, Plumbing M35508 - Alvin Schneider Dallas 9721688-9500 San Antonio 2101656-5511 Ft. Worth TACLA17611C, M19925, E231510 Please visit us at: www.tdindustries.com SanAntonio TACLA 12338C, EC22166, Plumbing M-18944 - Wesley Baker 0001:0001 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 58 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 MAMMOTH FREIGHTERS LLC Account Number 4451437817 01 01 169 05 M0000 E4 0 Last Statement: 09/30/2022 This Statement: 10/31/2022 Customer Service 1-888-400-9009 Page 4 of 10 DNP H ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 10/14 1,046.70 WIRE TYPE:WIRE OUT DATE:221014 TIME:1040 ET 00370306424 TRN:2022101400306424 SERVICE REF:007804 BNF:SC MANUFACTURING TEXAS LLC ID:3805365485 BNF BK: PINNACLE BANK ID:111903517 PMT DET:Inv 0067 795 PO 305 10/14 1,347.23 WIRE TYPE:WIRE OUT DATE:221014 TIME:1040 ET 00370306418 TRN:2022101400306418 SERVICE REF:007623 BNF:ROJOLI SERVICES INC ID:5758813306 BNF BK:WELLS FARGO BANK, N.A. ID:121000248 PMT DET:Inv 10473 I nvoice 10473 10/14 1,500.00 WIRE TYPE:W.IRE OUT DATE:221014 TIME:1040 ET 00370306419 TRN:2022101400306419 SERVICE REF:007796 r'•HEALEY TECH LLC ID:7304335008 BNF BK:WELLS FAR BANK, N.A.-ID:121000248 PMT DET:Inv 34 Inv 34 10/14� 2,408.57 WI E TYPE:WIRE OUT DATE:221014 TIME:1040 ET 00370306415 :2022101400306415 SERVICE REF:007794 3 dIJ :TD INDUSTRIES ID:0014171334 BNF BK:JPMORGAN CH ME BANK, NA ID:111000614 PMT DET:Inv 10473 PO 315 10/14 2,480.00 WIRE TYPE:W.IRE OUT DATE:221014 TIME:1037 ET 00370305112 TRN:2022101400305112 SERVICE REF:007726 BNF:STROM AVIAITION INC ID:199114100 BNF BK:FIRST BUSINESS BANK-ID:075905787 PMT DET:Cust 890 Invoic e 469548708 10/14 2,741.47 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305121 TRN:2022101400305121 SERVICE REF:007565 BNF:EPICOR SOFTWARE CORPORATIO ID:4311849046 BNF BK:WELLS FARGO BANK, N.A. ID:121000248 PMT DET:Cust 159599 MRIV100-10401647 10/14 2,782.86 WIRETYPE:BOOK OUT DATE:221014 TIME:1037 ET 00370305117 TRN:2022101400305117 RELATED REF:Acct 407512000 BNF:MC MASTER-CARR SUPPLY ID:008666602021 PMT DET: 85851581 85840451 85225047 10/14 2,998.19 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305100 TRN:2022101400305100 SERVICE REF:007634 BNF:ULINE ID:189000112 BNF BK:HSBC BANK USA, NA ID:021001088 PMT DET:Cust 21087700 P0329 Order7595 4563 Inv 154870793 10/14 3,420.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305111 TRN:2022101400305111 SERVICE REF:007643 BNF:DECORTE AND ASSOCIATES LLC ID:3120231253 BNF BK.PNC BANK, NATIONAL ASSO ID:083000108 PMT DET:Inv 2022-M10 Inv 2022-M10 10/14 3,566,75 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305104 TRN:2022101400305104 SERVICE REF:007719 BNF:PAYSMART USA ID:968361469 BNF BK:JPMORGAN CHAS E BANK, NA ID:267084131 PMT DET:OCT220716 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 59 of 78 • • • M'I>Tllndu.ri.e Remit To: 0008 T •DIndustir DaDllas TX Box 375303-0008 Bill To: 83151 MB 0.515 E0388X 10681 D9761145215 S2 P9298969 0001:0001 grrhruludgllrurqullllttdrrdprl111111 hulrlln JillI MAMMOTH FREIGHTERS LLC 12060 EAGLE PKWY 2060 EAGLE PKWY FORT WORTH TX 76177-2300 INVOICESERVICE Invoice Number Terms Invoice Date FTI-075503 Net 30D 10/5/2022 Service Date 10/3/2022 Work Order Number 97185 Work Address: Mammoth Freighters LLC 12060 Eagle Pkwy 2060 Eagle Pkwy Fort Worth TX 76177 315 1 C0005760 1 $46,520.45 Description of Service • Lift Rental • Provide and install (2) new buss duct switches and fuses for the 480-volt 20-amp feeds for the new cranes. • Provide and install (2) new 30-amp NEMA1 fusible disconnects on new crane columns for crane power. • Provide and install conduit and wiring from the buss duct switches to the 30-amp disconnects. • Provide and install conduit and wiring stub ups from disconnect to crane rails. Crane company to make final connections to the crane rails. • Provide and install (5) New 3 pole 20-amp 208-volt and (2) single pole 20-amp 120-volt breakers for existing electrical panel WH-1-LA-15B for the 120-volt and 208-volt drops for equipment at cranes. • Provide and install conduit and wiring from panel WH-1-LA-156 to the (9) 208-volt and (9) 120-volt power drops located around the cranes per drawing BLDG 11 — 07-27-22 Alternate with drops. • Demo (17) existing 120-volt twist lock receptacles on columns and replace with 20-amp quad receptacles. • Demo (5) existing 120-volt twist lock receptacles on columns on wall and replace with 20-amp 120-volt duplex receptacles. • Label and test all newly installed electrical circuits and receptacles. 9/13 Started installing conduit for electrical drops on wall. 9115 Finished installing conduit and pulled wire in got breakers and outlets for 208 volt electrical equipment. 9/16 finished installing conduit and wire for new 208 volt outlets. Installed breakers and outlets. Tested for proper voltage. 9/20 installed panel circuit numbers on changed outlets. 9/28 finished changing out receptacles Troubleshoot vacuum circuits Changed to correct rotation 10/3 installed new longer cords on equipment. To ensure your safety and the safety of our TDPartners, we have instituted a number of protocols in adherence with recommendations from the Center for Disease Control and Prevention. Please visit our website to view our safety protocols and the ways we are committed to remaining safe in the wake of COVID-19. hftps:/Iwww.tdindustries.com A 3 % surcharge will be assessed to each credit card transaction. Sales Total $42,975.0 Thank vou for ivin us the o ortuni to serve ou. We a reciate our business. Tax Total $3,54 . $46,520.45 National Service Call Center: (800) 864-7717 Arizona C37 - ROC246535, C39 - ROC246533, C74 — ROC264254 Arizona 460/449-7690 Fort Worth 817/306-6500 Austin TACLA00027827C, ME 32734, Plumbing M-18944 — Wesley Baker Austin 4801445-7690 Houston 817/306-6500 Dallas TACLA12338C, TEC17889, Plumbing M18944— Wesley Baker Dallas 512/445-6060 San Antonio 713/939-551 t Houston TACIA00060764C, EC-17889, Plumbing M35508 —Alvin Schneider Ft. Worth TACLA17611C, M19925, E231510 Please visit us at: www.tdindustries.com SanAntonio TACLA 12338C, EC22166, Plumbing M-18944 — Wesley Baker 0001:0001 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 60 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 f5L1IUAji.111111111[aisterIax RMaIto H Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 09/30/2022 This Statement: 10/31/2022 DNP Customer Service 1-888-400-9009 Page 8 of 10 ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 10/27 10,900.00 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417419 TRN:2022102700417419 SERVICE REF:013323 BNF:VAS AERO SERVICES LLC ID:1006718301 BNF BK:SYN OVUS BANK (FRMLY CB& ID:061100606 PMT DET:Cust 819 537 Invoice 100431149 P0322 10/27 18,006.08 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417439 TRN:2022102700417439 SERVICE REF:013326 BNF:PAYSMART USA ID:968361469 BNF BK:JPMORGAN CHAS E BANK, NA ID:267084131 PMT DET:NOV2022 NOV220316 NOC220172 NOV220317 NOV220319 NOV220318 10/27 18,375.00 WIRE TYPE:W.IRE OUT DATE:221027 TIME:1352 ET 00370417420 TRNt2022102700417420 SERVICE REF:013319 BNF:PALLET RACK TRADER ID:512323291 BNF BK:JPMORGA N CHASE BANK, NA ID:111000614 PMT DET:Inv 14309 In v 14309 10/27 21,742.39 Wire Out -international 00370417435 WIRE TYPE:INTL OUT DATE:221027 TIME:1352 ET TRN:2022102700417435 SERVICE REF:533891 BNF:WCH AVIATION SERVICES PTE ID:50335767530.1 BNF BK:OCBC SINGAPORE ID:006550997593 PMT DET:M10- 2022 Invoice M10-2022 10/27 24,380.72 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417415 TRN:2022102700417415 SERVICE REF:509677 BNF:EASTGROUP PROPERTIES LP ID:1019270486 BNF BK:P NC BANK, N.A. ID:0222 PMT DET:t0002592 t0002592 10/27 34,058.65 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417423 TRN:20221027004.17423 SERVICE REF:013321 NF:BISCO INDUSTRIES ID:0704000652 BNF BK:C.ITIZENS BUSINESS BANK ID:122234149 PMT DET:Cust TEX534 HL 658-02 J03873-02 HL1419-09 HL1566-04 emailed remi 10/ 46,520,45IRE TYPE:W:IRE OUT DATE:221027 TIME:1352 ET 1AS. 00370417385 RN:2022102700417385 SERVICE REF:013083 NF:TD INDUSTRIES ID:0014171334 BNF BK:JPMORGAN CH BANK, NA ID:111000614 PMT DET:Cust C0005760 In v FTI-075503 PO 315 10/27 52,420.91 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417422 TRN:2022102700417422 SERVICE REF:013324 BNF:ALABAMA AEROSPACE ID:0001027727 BNF BK:REGIONS BANK ID:062005690 PMT DET:Cust 325987 60296.94 603 4370 6032674 6032673 emailed remittance 10/27 60,775.50 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417418 TRN:2022102700417418 SERVICE REF:013320 BNF:ADEPT FASTENERS INC ID:412906578 BNF BK:CITY N ATIONAL BANK ID:122016066 PMT DET:Cust TXO11 AV944 AS029 AX640 AW375 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 61 of 78 INVOICESERVICE lamInvoice Number Terms Invoice Date emil To: TRD Industries I FTI-102859 Net 30D 51412023 ox 3008 TD1nidustries D DaB T.775303-0308 I Service Date 4125/2023 Work Order Number 97183 Bill To Work Address: MAMMOTH FREIGHTERS LLC 12060 EAGLE PKWY Maters LLC mmoth Freight 2050 Eagle Pkwy 2060 EAGLE PKWY 2060 Eagle Pi FORT WORTH TX 76177-2300 Fart Worth Tx 76177 315 I C0005760 1$13,379.70 Description of Service Install approx. 350' of 2" black pipe on crane rails for 1 0-1° compressed air drops with ball valves • Isolate the main compressed air lines • Weld and tap into the main supply airline • Install 2'compressed air line supported by crane rails • Install (10)- 20' drops with ball valves at dedicated locations • Confirm no leaks • Clean up site and remove debris 9-12. RM, walk job, start material list 9-19 rm pick up material and place on job, accept the liftsand train on them. Start hanging the main line and laying out the connections RM 9-30 Install the 2inch line on the south wall with 4 one inch drops_ Tie line into the 2.5inch line existing Turn an air and check for leaks. Connect to the existing the 1.5inch line and run a 1 inch line overheard to the out side mezz area. Each drop has one, one inch ball valve. Customer to make final connection. Rm. 4-191nstall 240It of 2 inch main line on crane, then at every post install a 1 inch drop in the line. Drop 1 iinch piping down the beam. Connect the end the piping top the existing 2inch line. Make connection and turn air on . 1 4-24 install 1" valves on all drops . Turn on air and blow out lines, install 2" pipe and cap, pressure line and test for leaks, To ensure your safety and the safety of our TDPartners, we have instituted a number of protocols in adherence with recommendations from the Center for Disease Control and Prevention_ Please visit cur website to view our safely protocols and the ways we are committed to remaining safe in the wake of COVID-19. https:llwww.tdindustries.com A 3% surcharge will be assessed to each credit card transaction_ Sales Total $12.360.00 Thankyou orgiving us the o ortunit to serve ou. We a reciate our business. Tax Total $1,019.70 PayThisAnnount $13,378.70 National Service Call Center: (800) 864-7717 Arizona C37 - ROC246535, C39 - R00246533, C74— ROC264254 Arizona 480I449-7690 Fort Worth 817I306-6500 Austin TACLA00027827C, ME 32734, Plumbing M36460— Gary Barr Austin 48OA49-7690 Houston 717f306-1966 Dallas TACLA33969C,TECL17889,Plumbing M36450—Gary Barr Houston TACLA00060764C, TECL17889, Plumbing M35508 — Alvin Schneider Dallas 9727888-9500 San Antonio 21OM56-5511 Ft. Worth TACLA17611 G, M19925, E231610 Please visit us at: wwwAdindustries.com SanAntonio TACLA33969C, E022166, Plumbing M36450—Gary Barr Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 62 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 07/31/2023 This Statement: 08/31/2023 Customer Service 1-888-400-9009 Page 6 of 18 DNP H ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Poste .......... .... __ .,_.. _ Description Reference 08/10 11,246.25 RE TYPE:WIRE OUT DATE:230810 TIME:1720 ET 00370482489 N:2023061000482489 SERVICE REF:016394 j F:TDINDUSTRIES ID:0014171334 BNF BK:JPMORGAN CHA BANK, NA ID:111000614 PMT DET:PO 315 Invoice FT L-102859 O8/10 11,496.11 WIRE TYPE:WIRE OUT DATE:230810 TIME:1720 ET 00370482518 TRN:2023061000482518 SERVICE REF:016401 BNF:BCP SYSTEMS INC. ID:5561253930 BNF BK:WELLS FA RGO BANK, N.A. ID:121000248 PMT DET:Invoice 162571 B Invoice 162571B-IN O8/10 13,375.00 WIRE TYPE:W:IRE OUT DATE:230810 TIME:1720 ET 00370482529 TRN:2023081000482529 SERVICE REF:526882 BNF:NATIONAL FINANCIAL SERVICE ID:066196221 BNF BK:JPMORGAN CHASE BANK, N. ID:0002 PMT DET:Inv oice 2023-15 For the benefit of James Kelley Final 08/10 13,457.10 WIRE TYPE:WIRE OUT DATE:230810 TIME:1720 ET 00370482500 TRN:2023081000482500 SERVICE REF:016822 BNF:ADEPT FASTENERS INC ID:412906576 BNF BK:CITY N ATIONAL BANK ID:122016066 PMT DET:Invoice E9.906 In voice E9906 O8/10 15,376.00 WIRE TYPE:WIRE OUT DATE:230810 TIME:1720 ET 00370482478 TRN:2023061000482478 SERVICE REF:016977 BNF:STROM AVIATION INC ID:199114100 BNF BK:FIRST B USINESS BANK ID:075905787 PMT DET:Invoices Invoice s 469552195, 469552296 08/10 17,803.33 WIRE TYPE:WIRE OUT DATE:230810 TIME:1720 ET 00370482490 TRN:2023081000482490 SERVICE REF:016405 BNF:CASCADE SPARES INC ID:151211718938 BNF BK:US B ANK, NA ID:064000059 PMT DET:Invoices Invoices I10 3146, I103155 08/10 18,044,84 WIRE TYPE:W:IRE OUT DATE:230810 TIME:1720 ET 00370482484 TRN:2023081000482484 SERVICE REF:016792 BNF:SEATEC CONSULTING INC ID:9122837 BNF BK:BANK 7 ID:103103778 PMT DET:Invoice 230729 Invoice 23072 9 08/10 1.9,889.48 WIRE TYPE:WIRE OUT DATE:230810 TIME:1720 ET 00370482513 TRN:2023081000482513 SERVICE REF:016799 BNF:AGENTE TECHNICAL LLC ID:820025224 BNF BK:FROST BANK ID:1140000.93 PMT DET:Invoices Invoices 72019 942, 72019951 08/10 20,250.00 WIRE TYPE:BOOK OUT DATE:230810 TIME:1720 ET 00370482493 TRN:2023081000482493 RELATED REF:Invoice 3002 BNF:B & D DESIGN SERVICES, INC ID:487008295809 PMT DET:Invoice 3002 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 63 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 07/31/2023 This Statement: 09/31/2023 Customer Service 1-888-400-9009 Page 11 of 18 DNP H ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 08/28 1,950.00 WIRE TYPE:BOOK OUT DATE:230828 TIME:1345 ET 00370412966 TRN:2023062800412966 RELATED REF:Cust 1000230702 BNF:CONCUR TECHNOLOGIES INC ID:008666042384 PMT DET:Invoice 101100292672 08/28 2,009.11 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370413020 TRN:2023082800413020 SERVICE REF:010312 BNF:KONICA MINOLTA ID:5153557 BNF BK:J P MORGAN CH ASE AND CO ID:071000013 PMT DET:Cust 2000187749 In voice 43007747 08/28 2,037.00 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370412992 TRN:2023062800412.992 SERVICE REF:010309 BNF:J.B. DWERLKOTTE ASSOCIATES ID:671132398 K:COMMERCE BANK ID:101000019 PMT DET:Invoice 273$ Invoice 27388 08/28 2,133.45 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370412944 TRN: 023062800412944 SERVICE REF:010116 BNF: DINDUSTRIES ID:0014171334 BNF BK:JPMORGAN CHA K, NA ID:111000614 PMT DET:FTI-102859 Invoic e FTI-102859 08/28 2,516.70 WIRE TYPE:BOOK OUT DATE:230828 TIME:1345 ET 00370412950 TRN:2023082800412950 RELATED REF:Invoice BNF:KEMPF ENTERPRISES LLC ID:586038562982 PMT DET: Invoice 20230819 08/28 2,592.42 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370412943 TRN:2023082800412943 SERVICE REF:453131 BNF:FEDEX ID:5596475 BNF BK:JPMORGAN CHASE BANK, N . ID:0002 PMT DET:Invoices Accts 7591-9173-0 and 9 974-5013-2 Invoices 8-222-02726, 8-222-02727, 8-22 08/28 2,643.80 WIRE TYPE:BOOK OUT DATE:230828 TIME:1345 ET 00370413004 TRN:2023062800413004 RELATED REF:Acct 407512000 BNF:MC MASTER-CARR SUPPLY ID:008666602021 PMT DET: Invoice 12240820 08/28 4,003.58 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370412969 TRN:2023062800412969 SERVICE REF:010606 BNF:CS DISCO INC ID:900096873 BNF BK:JPMORGAN CHAS E BANK, NA ID:111000614 PMT DET:Invoice 315941 Inv o ice 315941 08/28 4,050.00 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370413017 TRN:20230826004.13017 SERVICE REF:009805 BNF:MICHAEL JENKINS CONSULTING ID:2157735883 BNF BK:ALLY BANK ID:124003116 PMT DET:Invoice W230 8 Invoice W2308 08/28 4,420,00 WIRE TYPE:WIRE OUT DATE:230828 TIME:1345 ET 00370412972 TRN:2023062800412972 SERVICE REF:009803 BNF:ARIES AERO SYSTEMS ID:890886887 BNF BK:JPMORGA N CHASE BANK, NA ID:267084131 PMT DET:Inv 110012 I nvoice 110012 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 64 of 78 <1K7;> Remit To: } TD Industdes TDindustrles Da as, TX 775303-0008 Bill To: 25572 1 AB 0.491 E0192X 10358 D9904470623 82 P9359605 0001:0001 I'�'I'�III�IIIiIIIiIr�Ili�lll"II'I"III�II'III'llll�rrll�llrlll� MAMMOTH FREIGHTERS 112060 EAGLE PKWY 2060 EAGLE PKWY FORT WORTH TX 76177-2300 INVOICESERVICE Invoice Number Terms invoice Date FTI-079931 Net30D 1 11/8/2022 Service Date 11/8/2022 Work Order Number 104323 Work Address: Mammoth Freighters LLC 12060 Eagle Pkwy 2060 Eagle Pkwy Fort Worth TX 76177 315 1 C0005760 1 $14,613.75 Description of Service Install approx. 350' of 2" black pipe on crane rails for 10-1" compressed air drops with ball valves • Isolate the main compressed air lines • Weld and tap into the main supply airline • Install 2" compressed air line supported by crane rails • Install (10)- 20' drops with ball valves at dedicated locations • Confirm no leaks • Clean up site and remove debris 9-12. RM, walk job, start material list 9-19 rm pick up material and place on job, accept the lifts and train on them. Start hanging the main line and laying out the connections. RM 9-30 Install the 2inch line on the south wall with 4 one inch drops. Tie line into the 2.5inch line existing. Turn on air and check for leaks. Connect to the existing the 1.5inch line and run a 1 inch line overheard to the out side mezz area. Each drop has one, one inch ball valve. Customer to make final connection. To ensure your safety and the safety of our TDPartners, we have instituted a number of protocols in adherence with recommendations from the Center for Disease Control and Prevention. Please visit our website to view our safety protocols and the ways we are committed to remaining safe in the wake of COVID-19. https://www.tdindustries.com A 3 % surcharge will be assessed to each credit card transaction. Sales Total $13,500.00 Thank vou for -i-i-q us the o ortuni to serve ou. We a reciate our business. Tax Total $1,113.75 Pay This AmT�� $14,613.75 National Service Call Center: (800) 864-7717 Arizona C37 - ROC246535, C39 - ROC246533, C74 — ROC264254 Arizona 480/449-7690 Fort Worth 817/306-6500 Austin TACLA00027827C, ME 32734, Plumbing M-18944 — Wesley Baker Austin 480/449-7690 Houston 817/306-6500 Dallas TACLA12338C, TEC17889, Plumbing M18944 — Wesley Baker Dallas 512/445-6060 San Antonio 713/939-1981 Houston TACLA00060764C, EC-17889, Plumbing M35508—Alvin Schneider Ft. Worth TACLA17611C, M19925, E231510 Please visit us at: www.tdindustries.com SanAntonio TACLA 12338C, EC22166, Plumbing M-18944 — Wesley Baker 0001:0001 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 65 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 f5L1IUAji.111111111[aisterIax RMaIto H Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 10/31/2022 This Statement: 11/30/2022 DNP Customer Service 1-888-400-9009 Page 7 of 10 ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 11/22 10,418.97 WIRE TYPE:BOOK OUT DATE:221122 TIME:1003 ET 00370283373 TRN:2022112200283373 RELATED REF:6045787810794319 BNF:SYNCHRONY BANK ATN:VIKAS K ID:004426526711 PMT DET:Acct 6045787810794319 495869738775 9685796 87365 emailed remittance 11/22 14,531.28 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283404 N-2022112200283404 SERVICE REF:006277 :PAYSMART USA ID:968361469 BNF BK:JPMORGAN CHAS E K, NA ID:267084131 PMT DET:Dec Rent DEC220170 D C220312-14 11/22 14,613.75 WI E TyPE:W:IRE OUT DATE:221122 TIME:1003 ET 00370283398 TR :2022112200283398 SERVICE REF:006427 B :TD INDUSTRIES ID:0014171334 BNF BK:JPMORGAN CH E BANK, NA ID:111000614 PMT DET:FTI-079931 PO 31 5 Cust C0005760 11/22 24,380.72 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283381 TRN:2022112200283381 SERVICE REF:400406 BNF:EASTGROUP LLP ID:1019270486 BNF BK:PNC BANK, N .A. ID:0222 PMT DET:t0002592 t0002592 9424 Suite 8 00 Dec Rent 11/22 28,358.55 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283385 TRN:2022112200283385 SERVICE REF:006272 BNF:ADEPT FASTENERS INC ID:412906578 BNF BK:CITY N ATIONAL BANK ID:122016066 PMT DET:Cust TXO11 B5727 B4077 B3544 B3630 AU443 11/22 31,103.04 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283408 TRN:2022112200283408 SERVICE REF:006328 BNF:JJR ENGINEERING AND FABRIC ID:453885993 BNF BK:JPMORGAN CHASE BANK, NA ID:325070760 PMT DET:PO 182 PO 238 220917001 220908007 ded sale 11/22 31,874.85 WIRE TYPE:W:IRE OUT DATE:221122 TIME:1003 ET 00370283417 TRN:2022112200283417 SERVICE REF:006428 BNF:BISCO INDUSTRIES ID:0704000652 BNF BK:CITIZENS BUSINESS BANK ID:122234149 PMT DET:Cust TEX534 HL 1419-10 JK1650-02 JK1650-01 HL1566-06 HL2502-01 11/22 32,221.00 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283397 TRN:2022112200283397 SERVICE REF:006424 BNF:TUCKER ELLIS LLP ID:359681334702 BNF BK:KEYBAN K NATIONAL ASSOCI ID:041001039 PMT DET:Inv 876193 11/22 49,517.00 WIRE TYPE:BOOK OUT DATE:221122 TIME:1305 ET 00370283386 TRN:2022112200283386 RELATED REF:ARI25065991 BNF:DUCOMMUN INCORPORATED ID:001453100316 PMT DET: Cust AMAM002 11/22 50,802.00 WIRE TYPE:BOOK OUT DATE:221122 TIME:1003 ET 00370283401 TRN:2022112200283401 RELATED REF:Cust 84727 BNF:GOODRICH CORPORATION ID:004426385143 PMT DET:I nv 90197166 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 66 of 78 PalletRackTrader.com 3525 Liston Lane Euless, TX 76040 +1 8175219320 BILL TO Curtis Salazar Mammoth Freighters 2600 Eagle Parkway Fort Worth, TX 408.887.7654 SHIP DATE 10/03/2022 alkiiP R T PaIIetRackTrader. conl SHIP TO Curtis Salazar Mammoth Freighters 2600 Eagle Parkway Fort Worth, TX 408.887.7654 SHIP VIA PAYMENT METHOD SALES REP TBD Wire Transfer / Cashiers Jay R Check TURNKEY PROJECT 1. Tear down all rack, cantilever, and shelving from the upper level and lower to ground level for installation 2. Install all racking and cantilever per customer supplied drawing 3. Remove and haul excess materials (buy back) from rows labeled 4-8 and separate room consisting of rack and shelving. (Price shown below includes purchase of materials.) 4. Leave upstairs in "broom swept" condition. Installation Installation / Tear down - 1 27,860.00 27,860.00 Customer provided equipment (except for pallet jacks/dollies.) Telehandler, scissor lift, and forklift. Free and clear work area, PRT will provide pallet jacks for moving the materials upstairs before lowering to ground level. Payment is due upon receipt unless otherwise noted. Invoices over thirty (30) days may incur a late fee. We do not accept returns or exchanges at this time due to recent events. Please consult with your sales rep to ensure you are purchasing the materials you need. We encourage all customers to come to our facility to view the products when possible. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 67 of 78 Discount 1-3,360.00-3,360.00 Terms - 25% upon acceptance of invoice / 75% upon completion of project. Payment may be made by wire transfer or cashier's check. ***Work to begin on Monday, October 3rd*** SUBTOTAL 24,500.00 TAX 0.00 TOTAL 24,500.00 Payment is due upon receipt unless otherwise noted. Invoices over thirty (30) days may incur a late fee. We do not accept returns or exchanges at this time due to recent events. Please consult with your sales rep to ensure you are purchasing the materials you need. We encourage all customers to come to our facility to view the products when possible. Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 68 of 78 intuit quickbooks. Payment receipt You paid $6.,12K.00 1 to PalletRackTrader.com on 10j--j/2022 Invoice no. 14309 Invoice amount $24,500.00 Total $ 6,12 5.0 0 No additional transfer fees or taxes ap ily. Outstanding balance $18,375.00 Status Partially paid Payment method Credit Card Authorization ID MQ0125061214 Thank you /^t, P R T h � Pal lei Rick Todei.cor Palle tRackTrad er. corn +1 8175219320 wwwPalletRackTrader.com I jay@palletracktrader.com 3525 Liston Lane, Euless, TX 76040 Payment services brought by-. Intuit Payments Inc. 2700 Coast Avenue, Mountain View, CA 94043 Phone number 1-888-536-4801 NMLS #1098819 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC For more information about Intuit Payments' money transmission licenses, please visit httlas://www.intuit.com/lecial/licenseS/Davment- license . Page 69 of 78 Expense Report Name: Bill Tarpley Description MAMMOTH AP Card LINE N 2 3 4 5 6 7 8 9 10 11 12 13 14 15 DATE MMNDIYY4 1 1312022 i0Ni12022 101312022 912812022 101312022 912112022 912612022 101612022 101312022 1D11012822 101612022 101312022 101312022 1(Y412022 WZIEQ022 VENDOR 315 25A deposit 15269 (final amt duet Dn PO 371 FIR 1111 '0174 fl, 7 large to CF) 5114938723 Orles plus) COLUMN TOTAL Employes Signatut and Acknowledgement Approved by(siga(: Approved by 1pnntl: Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC AP CARD G&A C 49, 00 30664 95570 1454 190, 63 AP CARD SHIPPING 928.01 M\\\ MF9MMOTH Title CEO Faeiur — AP CARD IT/SOFTWARE 45.00 $ 1,509.51 ( $ 928.01 ( $ 7,135.56 APCARD A/C PARTS 6,12500 25.44 791, 15 463,14 232.56 211,07 $ 7,648.36 Date 101012022 eCC1E[Q SKC�6L Cecilia Snyder-Caatmll., Date: 1 D71012022 LINE TOTAL 6\273.09 6, 425 00 25.44 791.15 $ 13747 $ 725.00 $ 453.14 $ 232.56 $ 211.07 $ 928.01 $ 40.00 $ 308.64 $ 955.70 $ 14.54 $ 190.63 17,421.4.4 Page 70 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 f5L1IUAji.111111111[aisterIax RMaIto H Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 09/30/2022 This Statement: 10/31/2022 DNP Customer Service 1-888-400-9009 Page 8 of 10 ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 10/27 10,900.00 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417419 TRN:2022102700417419 SERVICE REF:013323 BNF:VAS AERO SERVICES LLC ID:1006718301 BNF BK:SYN OVUS BANK (FRMLY CB& ID:061100606 PMT DET:Cust 819 537 Invoice 100431149 P0322 10/27 18,006.08 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417439 TRN:2022102700417439 SERVICE REF:013326 BNF:PAYSMART USA ID:968361469 BNF BK:JPMORGAN CHAS E BANK, NA ID:267084131 PMT DET:NOV2022 NOV220316 NOC220172 NOV220317 NOV220319 NOV220318 10/27 18,375.00 WIRE TYPE:W.IRE OUT DATE:221027 TIME:1352 ET 00370417420 TRN:2022102700417420 SERVICE REF:013319 BNF:PALLET RACK TRADER ID:512323291 BNF BK:JPMORGA N CHASE BANK, NA ID:111000614 PMT DET:Inv 14309 In v 14309 10/27 21,742.39 Wire Out -international 00370417435 WIRE TYPE:INTL OUT DATE:221027 TIME:1352 ET TRN:2022102700417435 SERVICE REF:533891 BNF:WCH AVIATION SERVICES PTE ID:50335767530.1 BNF BK:OCBC SINGAPORE ID:006550997593 PMT DET:M10- 2022 Invoice M10-2022 10/27 24,380.72 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417415 TRN:2022102700417415 SERVICE REF:509677 BNF:EASTGROUP PROPERTIES LP ID:1019270486 BNF BK:P NC BANK, N.A. ID:0222 PMT DET:t0002592 t0002592 10/27 34,058.65 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417423 TRN:20221027004.17423 SERVICE REF:013321 BNF:BISCO INDUSTRIES ID:0704000652 BNF BK:C.ITIZENS BUSINESS BANK ID:122234149 PMT DET:Cust TEX534 HL 1658-02 J03873-02 HL1419-09 HL1566-04 emailed remi 10/27 46,520,45 WIRE TYPE:W:IRE OUT DATE:221027 TIME:1352 ET 00370417385 TRN:2022102700417385 SERVICE REF:013083 BNF:TD INDUSTRIES ID:0014171334 BNF BK:JPMORGAN CH ASE BANK, NA ID:111000614 PMT DET:Cust C0005760 In v FTI-075503 PO 315 10/27 52,420.91 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417422 TRN:2022102700417422 SERVICE REF:013324 BNF:ALABAMA AEROSPACE ID:0001027727 BNF BK:REGIONS BANK ID:062005690 PMT DET:Cust 325987 60296.94 603 4370 6032674 6032673 emailed remittance 10/27 60,775.50 WIRE TYPE:WIRE OUT DATE:221027 TIME:1352 ET 00370417418 TRN:2022102700417418 SERVICE REF:013320 BNF:ADEPT FASTENERS INC ID:412906578 BNF BK:CITY N ATIONAL BANK ID:122016066 PMT DET:Cust TXO11 AV944 AS029 AX640 AW375 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 71 of 78 Prestige Extreme Machining & Manufacturing 24700 Capital Blvd Clinton Twp., MI 48036 586-868-4000 Mammoth Freighters LLC 2060 Eagle Parkway rort wUft Texas 76177 United States Invoice I Date , Invoice # 9/30/2022 I 5098 P.O. No. I Terms J Project 380 I Net 30 13450MAMO - Tooling Setup Quantity Description Rate Amount 1 Move the Upper Sill and Lower Sill Stage 1 tools over to building 11 via a lowboy 57,612.00 57,612.00 and truck. Move the Upper Sill Stage 2 tool (in two pieces) over to building 11 using the same truck. Offload all three tools. Level and laser shoot both the Stage 1 tools in their permanent positions and recertify. Assemble the two pieces of Upper Sill Stage 2. Level and laser akgn all three tools in their permanent positions. $ 57,612.00 - Lead fune 2 Weeks on Site Total Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC $57,612.00 Page 72 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 f5L1IUAji.111111111[aisterIax RMaIto H Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 09/30/2022 This Statement: 10/31/2022 DNP Customer Service 1-888-400-9009 Page 5 of 10 ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 10/14 4,913.79 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305096 TRN:2022101400305096 SERVICE REF:429173 BNF:WORLDWIDE EXPRESS ID:878351662 BNF BK:JPMORGAN CHASE BANK, N. ID:0002 PMT DET:W220286768 2210027 500 2210002483 2210998037 10/14 5,000.00 Wire Out -international 00370305103 WIRE TYPE:FX OUT DATE:221017 TIME:1037 ET TRNt2022101400305103 FX:SEK 56389.48 11.277895 BNF:ERIC METHVAN ID:SE06800008480690 BNF BK:SWEDBA NK AS (PUBL) ID:SWEDSESS PMT DET:pacsfulllease pac s fulllease-10/22-1/KN089 10/14 8,160.00 WIRE TYPE:BOOK OUT DATE:221014 TIME:1037 ET 00370305118 TRN:2022101400305118 RELATED REF:invoices BNF:EPICONCEPTSOLUTIONS LLC ID:435036542194 PMT DET:44786 44772 44758 10/14 9,290.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305116 TRN:2022101400305116 SERVICE REF:007555 BNF:STAP INDUSTRIES ID:59153350 BNF BK:REPUBLIC BA NK AND TRUST ID:083001314 PMT DET:Order 5752 P0383 10/14 17,487.53 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305108 TRN:2022101400305108 SERVICE REF:007722 BNF:CLOSE AIR SUPPORT, LTD ID:100133339 BNF BK:MER CANTILE BANK ID:072413829 PMT DET:Q70451 Q70451 PO 364 10/14 22,629.74 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305095 TRN:2022101400305095 SERVICE REF:007627 BNF:DISCOUNT RAMPS .LLC ID:1002333605 BNF BK:JOHNSO N BANK ID:075911852 PMT DET:83667 Proforma 83667 10/14 30,879.02 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305119 TRN:2022101400305119 SERVICE REF:429238 BNF:THE BOEING CO. ID:009101012764/(CH BNF BK:JPMO RGAN CHASE BANK, N. ID:0002 PMT DET:Cust MMF 29221 92000 2919577800 2922191900 2922588600 2922588700 10/14 39,151.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305109 TRN:2022101400305109 SERVICE REF:007636 BNF:TUCKER ELLIS LLP ID:359681334702 BNF BK:KEYBAN K NATIONAL ASSOCI ID:041001039 PMT DET:Inv 871748 Reference 018167-000001 10/14 55,500,00 WIRE TYPE:W.IRE OUT DATE:221014 TIME:1037 ET 00370305093 TRN:2022101400305093 SERVICE REF:007630 BNF:ALTITUDE AEROSPACE USA ID:8189496212 BNF BK:WE LLS FARGO BANK, N.A. ID:121000246 PMT DET:22-1371 P0272 10/1 57,612.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305106 TRN:2022101400305106 SERVICE REF:007737 BNF:PRESTIGE EXTREME MACHINING ID:1852653912 BNF BK:COMERICA BANK ID:072000096 PMT DET:Inv 5098 PO 380 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 73 of 78 Discount Ramps.Com Discount Ramps.com LLC Fulfillment Warehouse N102 W19400 Willow Creek Way Germantown WI 53022 United States www.discountramps.com Bill To Mammoth Freighters LLC 2060 EAGLE PARKWAY Fort Worth TX 76177 United States L7`4';7Co"1777?pMPS" Ramps & so much more INVOICE Date 10f 1412022 Order 2757303 Customer PO 4 Terms Subsidiary Discount Ramps Ship To Sales Rep 240 David Snyder Mammoth Freighters LLC Ship Via Customer Pick -Up N102W19400 WILLOW CREEK... Tracking p Germantown WI 53022 Customer Phone United States Customer Email VBOHORQUEZ@MAMM Memo Confirmation Number Sales Rep 240 David Snyder Shipping Code (2) i Item Quantity Units RYR-PLATFORM 1 RYR-6-22 1 RYR-37-22 1 Description Steel Yard Ramp and Platform 14t-22,000 Id Capac Steel Yard Ramp Platform - 8' 7'L x 0' 6"W - 22,000 Id Weight Capacty Steel Portal Yard Ramp 37'Lx 82'W - 22,00011, Weight Capaot� MM Amount 21,449 99 Tax Yes Products purchased from DiscountRamps com may be returned within 30 days of receipt. To return an item you must call Customer Service at 888-651-3431 within 30 days of receipt of the product to receive a Return Authorizaton number Our hours are 7 30 AM to 5 30 PM CST Monday through Friday A refund will not be issued for any item received at DiscountRamps com without a Return Authorization To receive a refund, items must be returned in their original packaging and must be clean, unused and undamaged It is your responsibility to ensure that products are packaged securely so that they are not damaged during return shipping After inspection, a refund for the purchase price Tess a processing fee will be credited to your account Additional deductions will betaken iftheitem returned is not in sellable condition Certain products shipped directly from the manufacturer may be subject to slightly different returns policies Return processing fees are the responsibility of the customer Non -Returnable items include Medical beds & bedding All Bath and Safety products, including but not limited to shower seats & benches, toilet seats, commodes, and Grab Bars Custom or special order items Food Processing Equipment Scratch Shipping Cost (Cus mer Pick -Up) 0.00 andDentitems. Previously installed trailer hitches Modular wheelchair ramps. Total Tax(WI_WASHINGTON _DCJL5.5%) 1,179.75 Total $22,629.74 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 74 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 f5L1IUAji.111111111[aisterIax RMaIto H Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 09/30/2022 This Statement: 10/31/2022 DNP Customer Service 1-888-400-9009 Page 5 of 10 ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 10/14 4,913.79 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305096 TRN:2022101400305096 SERVICE REF:429173 BNF:WORLDWIDE EXPRESS ID:878351662 BNF BK:JPMORGAN CHASE BANK, N. ID:0002 PMT DET:W220286768 2210027 500 2210002483 2210998037 10/14 5,000.00 Wire Out -international 00370305103 WIRE TYPE:FX OUT DATE:221017 TIME:1037 ET TRNt2022101400305103 FX:SEK 56389.48 11.277895 BNF:ERIC METHVAN ID:SE06800008480690 BNF BK:SWEDBA NK AS (PUBL) ID:SWEDSESS PMT DET:pacsfulllease pac s fulllease-10/22-1/KN089 10/14 8,160.00 WIRE TYPE:BOOK OUT DATE:221014 TIME:1037 ET 00370305118 TRN:2022101400305118 RELATED REF:invoices BNF:EPICONCEPTSOLUTIONS LLC ID:435036542194 PMT DET:44786 44772 44758 10/14 9,290.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305116 TRN:2022101400305116 SERVICE REF:007555 BNF:STAP INDUSTRIES ID:59153350 BNF BK:REPUBLIC BA NK AND TRUST ID:083001314 PMT DET:Order 5752 P0383 10/14 17,487.53 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305108 TRN:2022101400305108 SERVICE REF:007722 BNF:CLOSE AIR SUPPORT, LTD ID:100133339 BNF BK:MER CANTILE BANK ID:072413829 PMT DET:Q70451 Q70451 PO 364 10/14 22,629.74 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305095 TRN:2022101400305095 SERVICE REF:007627 BNF:DISCOUNT RAMPS .LLC ID:1002333605 BNF BK:JOHNSO N BANK ID:075911852 PMT DET:83667 Proforma 83667 10/14 30,879.02 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305119 TRN:2022101400305119 SERVICE REF:429238 BNF:THE BOEING CO. ID:009101012764/(CH BNF BK:JPMO RGAN CHASE BANK, N. ID:0002 PMT DET:Cust MMF 29221 92000 2919577800 2922191900 2922588600 2922588700 10/14 39,151.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305109 TRN:2022101400305109 SERVICE REF:007636 BNF:TUCKER ELLIS LLP ID:359681334702 BNF BK:KEYBAN K NATIONAL ASSOCI ID:041001039 PMT DET:Inv 871748 Reference 018167-000001 10/14 55,500,00 WIRE TYPE:W.IRE OUT DATE:221014 TIME:1037 ET 00370305093 TRN:2022101400305093 SERVICE REF:007630 BNF:ALTITUDE AEROSPACE USA ID:8189496212 BNF BK:WE LLS FARGO BANK, N.A. ID:121000246 PMT DET:22-1371 P0272 10/14 57,612.00 WIRE TYPE:WIRE OUT DATE:221014 TIME:1037 ET 00370305106 TRN:2022101400305106 SERVICE REF:007737 BNF:PRESTIGE EXTREME MACHINING ID:1852653912 BNF BK:COMERICA BANK ID:072000096 PMT DET:Inv 5098 PO 380 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 75 of 78 Fort Worth, TX 76104 eq e n t Phone' 817-984-1761 Services Fax; 817-984-1297 "Xelping TezaStone One 6ullding ele Tlme!" Mammoth Freighters Mammoth Freighters 2000 Laglc PkHy 2000 L'agle Pkwy I l Worth, I'X 76177 Fort Worth, I 76177 Building Maintenance Services - October 2022 Front lobb,, Remove store from wall and door bemcon rocuns Repair and paint all walls in lobby and 2 doors Replace flooring with L V'F raid now hasc Replace all ceiling tiles2x4 in front lobby Rack office space! Paint all walls in open office space 12' tall light gray color TBD Paint 2 pairs double doors and 2 single doors Replace all ceiling tiles in 2 small offices 2A Paint 2 smalt offices Replace flooring 2 small offices Break Room: Build chase wall to hold elect and plumbing. Prooide tmd install upper and lower cabinets w/ ADA sink, ice maker, 2 refrigerators, and 2 Microwaves. Counter lop to be lammale,' tbnnica. Milhs Drk Plumbing F'leclrlcal Chase wall Litt Rental Appliances Electrical: 2 Power boxes mounted at the deck ready to supply power to pole$ for cubical furniture mslatled by others. 1 Power outlet forwatl mounted TV egent Services is a company of Scuthlake Leasing & Management, Inc. Page 1 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Invoice l0/29/2022 R98101 Terms Customer # Net ;0 }late 64,909.00 Subtotal Sales Tax (8.25%) PaymentslCredits Balance Due Amount 64,909.001' Page 76 of 78 Fort Worth, TX 76104 Invoice eq e n t Phone' 817-984-1761 Services Fax; 817-984-1297 �10/29/2022 A98301 "Xelping TezaStone One 6ullding ele Tlme!" Mammoth Freighters Mammoth Freighters 2000 Laglc Pkwy 2000 Eagle Pkwy Fort Worth, I'X 76177 Fort Worth, I 76177 2 large offices paint walls 2 large offices new floorirg 2 large offices replace ceiling ules 2x4 NOTE - This bid doesn't include Permits or Inspections. Please Mail your Payments to the following address: 101 St. Louis Avenue Fort Worth, TX 76104 egent Services is a company of Scuthlake Leasing & Management, Inc. Page 2 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Terms Customer # Net ;0 Rate Amount Subtotal $64,909.00 Sales Tax (8.25%) $5,355.0o PayrientslCredits $D.00 Balance Due $70,26400 Page 77 of 78 BANK OF AMERICA, N.A. PO BOX 15284 WILMINGTON DE 19850 Account Number 4451437817 O1 01 169 05 M0000 E# 0 Last Statement: 10/31/2022 This Statement: 11/30/2022 Customer Service 1-888-400-9009 Page 8 of 10 DNP H ANALYZED INT CHECKING Withdrawals and Debits Other Debits - Continued Date Customer Bank Posted Reference Amount Description Reference 11/22 57,270.20 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283377 TRN:2022112200283377 SERVICE REF:006130 BNF:UHS PREMIUM BILLING ID:9056254 BNF BK:THE BANK OF NEW YORK ME ID:043000261 PMT DET:Inv 570067556 O1Cust 0044345 11/22 70,264.00 IRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283378 RN: 2022112200283378 SERVICE REF:006129 NF:REGENTS SERVICES ID:870013412 BNF BK:FROST BAN K ID:114000093 PMT DET:R98301 Inv R98301 11/22 85,650.00 WIRE TYPE:BOOK OUT DATE:221122 TIME:1003 ET 00370283389 TRN:2022112200283389 RELATED REF:Inv 6280016381 BNF:PACIFIC SCIENTIFIC COMPANY ID:006765616646 PMT DET:PO 117 Cust 66508 11/22 102,580.00 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283.415 TRN:2022112200283415 SERVICE REF:400495 BNF:TRIUMPH ACTUATION SYSTEMS ID:1006153766 BNF BK.PNC BANK, N.A. ID:0222 PMT DET:Inv 152151 P O 151 11/22 157,889.05 WIRE TYPE:BOOK OUT DATE:221122 TIME:1003 ET 00370283407 TRN:2022112200283407 RELATED REF:Invoices BNF:ASPIRE MRO LLC ID:004451690780 PMT DET:Rent, 1 4522, 14521, 14524 11/22 172,431.60 WIRE TYPE:WIRE OUT DATE:221122 TIME:1003 ET 00370283387 TRN:2022112200283387 SERVICE REF:400439 BNF:BE AEROSPACE ID:304192856 BNF BK:JPMORGAN CHAS E BANK, N. ID:0002 PMT DET:Inv 358518 Inv 359518 11./22 431,385.00 WIRE TYPE:W.IRE OUT DATE:221122 TIME:1003 ET 00370283395 TRN:2022112200283395 SERVICE REF:006274 BNF:DIRECT AEROSYSTEMS INC ID:5299421141 BNF BK:ST . CHARLES BANK & TRUS ID:071926650 PMT DET:prefund Invoices M11951 M12063 11/25 323.30 WIRE TYPE:WIRE OUT DATE:221125 TIME:1002 ET 00370548355 TRN:2022112500548355 SERVICE REF:684363 BNF:ADP LLC ID:192836812 BNF SK:JPMORGAN CHASE BAN K, N. ID:0002 PMT DET:RX/741 RX/741 11./25 27,759.89 Wire Out -international 00370548338 WIRE TYPE:INTL OUT DATE:221125 TIME:1002 ET TRN:2022112500548338 SERVICE REF:242867 BNF:WCH AVIATION SERVICES PTE ID:50335767530.1 BNF BK:OCBC SINGAPORE ID:006550997593 PMT DET:Mll- 2022 Mll-2022 11/25 50,802.00 WIRE TYPE:BOOK OUT DATE:221125 TIME:1006 ET 00370548360 TRN:2022112500548360 RELATED REF:Cust 84727 BNF:GOODRICH CORPORATION ID:004426385143 PMT DET:P O 112 lines 20,70 Alliance Fort Worth Maintenance Base Lease to Mammoth Freighters, LLC Page 78 of 78 M&C Review Page 1 of 3 Official site of the City of Fort Worth, Texas A CITY COUNCIL AGEND FORTWORTH Create New From This M&C DATE: 12/12/2023 REFERENCE NO.: **M&C 23- 1062 CODE: G TYPE: CONSENT LOG NAME: 21 MAMMOTH FREIGHTERS PUBLIC NO HEARING: SUBJECT: (CD 10) Authorize the Execution of a Lease Agreement with Mammoth Freighters, LLC For Approximately 72,287 Square Feet of Industrial and Office Space Located in the Parts / Warehouse Building #11 Located at 2070 Eagle Parkway, Fort Worth, Texas, 76177, at the Alliance Fort Worth Maintenance Facility RECOMMENDATION: It is recommended that the City Council authorize the execution of a lease agreement with Mammoth Freighters, LLC for approximately 72,287 square feet of industrial and office space located in the Parts / Warehouse Building #11 located at 2070 Eagle Parkway, Fort Worth, Texas, 76177, at the Alliance Fort Worth Maintenance Facility. 1116*411RIM10 to Mammoth Freighters, LLC, (Mammoth) founded in December 2020, develops, converts, and supports both models of the most productive and economical 777 long range freighters in the world. Mammoth is backed by private investment funds managed by Fortress Investment Group LLC and its affiliates (Fortress) and based in Orlando, Florida with an additional office in Escondido, California. Mammoth has requested use of approximately 72,287 square feet of space in the Parts / Warehouse Building #11 (Premises) at the Alliance Fort Worth Maintenance Facility (AMF) to be used as warehousing of materials and office space for their local operations. Mammoth is currently occupying the Premises under a month -to -month lease (City Secretary Number 58006) while we finalize this long term lease. As a result of discussions and negotiations between the City's Property Management Department (PMD), Hillwood Properties (AMF property manager) and Mammoth, the parties have agreed to a long term lease under the following terms: Primary lease term of 10 years Two five-year lease renewal options at then current market rate. Base Rent and Rent Credits for Tenant Improvements are as follows: IYearll Months II Monthly Rent1 II ARent nnual II Rent Credits 1 - 8 $10,000.00 $16,382.67 plus All $128,191.33 Expenses 1 9 - 12 II $12,047.83 I $0.00 2 II 13 - 24 II $12,047.83 II$144,574.00II $0.00 3 II 25 - 36 II $12,047.83 II $144, 574.00 II $0.00 4 II 37 - 48 II $12,047.83 II$144,574.00II $0.00 5 II 49 - 60 II $13,553.81 II $162, 645.75 II $0.00 6 II 61 - 72 II $13,553.81 II$162,645.75II $0.00 7 II 73 - 84 II $13,553.81 II$162,645.75II $0.00 http://apps.cfwnet.org/council_packet/mc review.asp?ID=31687&councildate=12/12/2023 2/5/2024 M&C Review Page 2 of 3 8 1185 - 96 11 $0.00 11 $0.00 11 $180,717.50 1 9 II 97 - 10811 $15,059.79 11$180,717.50 11 $0.00 10 II 1020 II $15,059.79 11-$180,717.50II $0.00 Mammoth assumes all operating expenses for the premises during the term of the lease. Tenant Improvements to the Premises being made by the Tenant at their sole expense are expected to be approximately $514,000.00 As consideration for the Tenant Improvements, the lease provides for the Tenant to pay a reduced base rent of $10,000.00 per month (which includes no obligation to pay operating expenses) for months 1 through 8 in year one (1) and for twelve (12) months of rent abatement of base rent only in year eight (8) valued at $180,717.50 as outlined in table above. Base rent, rent credits and operating expenses reflect Fair Market Value for comparable leases at the AMF. STC Early Termination Option: Mammoth's operations of the passenger to freighter conversions of the 777-20OLR and 777-300ER (777 Aircraft Conversion Program) is dependent upon approval and receipt of the Supplemental Type Certificates (STCs) issued by the FAA. The STC issued for the 777 Aircraft Conversion Program is expected to occur and the chances of FAA non -approval are slim, however without it, Mammoth's operations are affected significantly, potentially jeopardizing their ability to meet the financial obligations of the Lease. Therefore, the parties have agreed to provide Mammoth with an STC early lease termination option during the primary term, starting the fifteenth (15) month in year two (2), by providing Landlord with two hundred seventy (270) days prior written notice in the event they do not receive the STC from the FAA. Total base rent revenues, fees and reimbursable expenses resulting from the ten (10) primary term of this Lease Agreement are estimated to contribute a total of approximately $3,500,000.00 toward the Alliance Maintenance Facility Fund. This property is located in Council District 10. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and execution of the lease agreement, funds will be deposited into the Alliance Maintenance Facility Fund. The Property Management Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund I Department Account Project ID ID Submitted for Citv Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: Program Activity Budget Reference # Year (Chartfield 2) Dana Burghdoff (8018) Ricardo Salazar (8379) Mark Brown (5197) Marilyn Schoening (7581) Amount http://apps.cfwnet.org/council_packet/mc review.asp?ID=31687&councildate=12/12/2023 2/5/2024 M&C Review Page 3 of 3 ATTACHMENTS 21 MAMMOTH FREIGHTERS FID table revised 11.14.23.xlsx (CFW Internal) Form 1295 Mammoth Lease.gdf (CFW Internal) Mammoth M and C map.pdf (Public) http://apps.cfwnet.org/council_packet/mc review.asp?ID=31687&councildate=12/12/2023 2/5/2024