HomeMy WebLinkAboutContract 61269FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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FACILITIES LEASE AGREEMENT
Lease ITY OF FORT
WORTH, a Texas home-rule municipal corporation, acting by and through its duly authorized
GRIDIRON AIR LLC, a Delaware
limited liability company, acting by and through its duly authorized Chief Commercial Officer,
Michael Stovall
A G R E E M E N T:
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 the terms of this
Lease, including, but not limited to, Base Rent, Fees, and amounts due and payable by
Tenant under Section 9.4.
Adjoining Tenants other tenants of the Landlord Adjoining Property.
Affiliate person or entity that is a subsidiary, directly or indirectly, of any designated
entity, or any person or entity that, directly or indirectly, controls or is controlled by the
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
Amended and Restated Declaration of Covenants and Restrictions
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.
Amenities Area Section 3.2.
ADA Section 12.1.
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ATA Specification 103 has the meaning set forth in Exhibit A.
Base own as Alliance Fort Worth Maintenance Base, located adjacent
to the Airport and including the Facility.
Base Rent Section 9.1.
Cap Section 8.1.
Capital Reserve Fee Exhibit F.
Casualty Date Section 14.6.
Central Utility Plant Section 7.1.
Claims Section 16.1.
CMS Building lding 3
Common Area
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, the Amenities Area, or the portions of the Landlord
Adjoining Property leased to or available for lease to other tenants. The Common Area
Section 3.3.
Common Area Fees Section 8.1.
Common Area Services s the meaning set forth in Section 8.1.
CUP Fees Section 7.5.
CUP Services Section 7.4.
CUP Utilities Section 7.3.
CUP Utilities and Services collectively, the CUP Utilities and the CUP Services.
Designated Fuel Supplier a third party jet fuel supplier authorized by Landlord to deliver
fuel to the Fuel Farm.
Effective Date the last paragraph of this Lease.
Environmental Condition Section 10.4.
Environmental Laws Section 10.3.
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Environmental Permits means the environmental permits from Texas Commission on
Environmental Quality for intended operations at the Facility 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.
Facility the building on the Base owned by Landlord and located within the fence, labeled
on the Site Plan as #11 and called the parts building, containing a total of approximately
163,562 square feet.
Fees
Force Majeure Event Section 18.19.
Fuel Farm Section 5.1.
Fuel Services Company
written agreement at any time during the Term to perfo
expense, any duties, obligations or services to be performed and/or provided by Landlord
as set forth in Article V.
Hazardous Materials Section 10.3.
Hazardous Material Liabilities eaning set forth in Section 10.5.
Hazardous Waste Building
Site Plan.
Hillwood
Industrial Wastewater in the Water Pollution Control Act (Clean
Water Act of 1977), 33 U.S.C. § 1251 et seq.
Improvements any alterations, addition, or improvements on, to or about the Leased
Premises.
IWTF Section 6.1.
Jet Fuel
Leased Premises. The parties acknowledge
that such specifications may change throughout the Term, however, the parties
acknowledge that initially the Jet Fuel will conform to the quality and specifications set
forth in Exhibit A attached hereto.
Landlord Adjoining Property
Landlord Distributed Utilities Section 4.2(a).
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Landlord Hazardous Material Liabilities Section 10.4.
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
Lease, containing approximately 42,139 square feet as more specifically described in
Exhibit B-2.
Liens Section 12.7.
Lift Station
connecting the IWTF to such lift stations. The Lift Station shall be considered part of the
IWTF.
Management Company
written agreement at any time during the Term to oversee performance and/or provision of
any duties, obligations or services to be performed and/or provided by Landlord hereunder.
North Lot
Offset Limit Section 17.5.
Option Term Section 2.1(b).
Permitted Absence Section 17.1(c).
Plans Section 12.2.
Release Section 10.4.
Renewal Option Section 2.1(b).
Rules and Regulations Section 10.2.
Site Plan hereto as Exhibit B-1.
Tenant Parking Spaces Section 2.1.
Section 14.6.
in Exhibit F.
Tenant Fuel Storage Section 5.2(b).
Term Section 2.1(a).
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Uplift Fees Section 6.4.
Uplift Services Section 6.2.
Utility Costs Section 4.3.
Wastewater Standards ing set forth in Exhibit C.
ARTICLE II
DEMISE; TERM
2.1 Lease of Leased Premises.
(a) Term. Landlord and Tenant agree that the Lease shall commence on the Effective
Date and continue until the last day of the sixtieth (60th) month following the Effective Date (the
Term
(i) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,
the Leased Premises of approximately 42,139 square feet of space in the building designated as
#11 and called the parts building located at 2050 Eagle Parkway, Fort Worth, Texas 76177 on the
Alliance Maintenance Facility, more specifically described in Exhibit B-2; and
(ii) Landlord hereby grants to Tenant the use and associated rights with respect
to the Central Utility Plant, the Fuel Farm and the IWTF as further provided herein; (iii) Landlord
shall distribute the Landlord Distributed Utilities and perform the obligations of Landlord as set
forth in Article IV; and
(iii) Landlord shall perform all of its obligations and provide all services
required to be performed and provided hereunder, including, without limitation, the Uplift Services
as set forth in Article VI, and the CUP Utilities and Services set forth in Article VII; and
(iv) Landlord shall ensure that no less than ten (10) parking spaces as delineated
on the Exhibit B-1 Parking will be available for use by Tenant and any subtenant of
Tenant and their respective employees, invitees and licensees pursuant to Section 3.3 below
, and Landlord shall ensure that the Tenant Parking Spaces include the
greater of the minimum number of handicapped spaces required by law or such number of
handicapped spaces as exist as of the Effective Date.
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 Option Term. Tenant shall have the right and option to renew
the Term of the Lease ("Renewal Option") for sixty (60) months (the "Option Term") subject to
the following conditions and requirements:
(i)alid only if, at
that time, there is no Event of Default by Tenant excluding any relevant notice and cure period
stipulated in this Lease; and
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(ii) Tenant is occupying the Leased Premises. Following the expiration of the
Option Term, Tenant shall have no further right to renew the Lease.
(iii) Exercise of Option. Tenant shall notify Landlord of either the exercise or
the refusal to exercise the Renewal Option by giving Landlord written notice at least six (6) months
prior to the expiration of the Term. If Tenant fails to give notice to Landlord six (6) months prior
to the expiration of the Term, then Tenant shall forfeit the Renewal Option. If Tenant exercises
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 the Renewal Option.
(iv) Option Term. If Tenant exercises the Renewal Option, then during the
applicab
(v) 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, the Base Rent for the Option Term shall be fair market rental rate, which shall be
determined as follows:
Landlord and Tenant shall each appoint an independent real estate appraiser with an MAI
designation and with at least ten (10) years' commercial real estate appraisal experience in the area
market, and experience appraising leaseholds for similarly situated industrial facilities. The two
appraisers shall then, within ten (10) days after their designation, select an independent third
appraiser with like qualifications. Within twenty (20) business days after the selection of the third
appraiser, a majority of the appraisers shall determine the fair market rental rate. If a majority of
the appraisers is unable to agree upon the fair market rental rate by such time, then the two (2)
closest appraisals shall be averaged and the average will be the fair market rental rate. Tenant and
Landlord shall each bear the entire cost of the appraiser selected by it and shall share equally the
cost of the third appraiser.
2.2 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
alterations, improvements and additions to the Leased Premises, unless such items are required or
permitted to be removed pursuant to Section 12.2) to Landlord, and Tenant shall remove, at
Te Leased Premises, leaving the Leased
Premises in substantially similar condition and repair as on the Effective Date, ordinary wear and
tear and casualty damage excepted and subject to the effects of any alterations, improvements and
additions as may have been made pursuant to this Lease. All removable fixtures, equipment,
inventory, tooling, appliances, furnishings, vehicles, aircraft and any other personal property
owned by Tenant and located within the Leased Premises shall remain the property of Tenant and
shall be removed promptly from the Leased Premises; provided, that any material damage caused
to the Leased Premises in connection with the removal thereof shall be repaired by Tenant to
property from the Leased Premises on or before the expiration of the Term of this Lease or, in the
event of any early termination, on or before the later of (i) the effective date of termination or (ii)
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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 one hundred fifty percent (150%)
of Base Rent and payment of Additional Rent.
from the Leased Premises on or before the date required in the immediately preceding sentence
s option and upon ten (10) days prior written notice to Tenant (during which
time Tenant will be afforded reasonable access to remove such property subject to the foregoing
requirements regarding damage to the Leased Premises), either become the property of Landlord
or may be removed by Landlord and Tenant shall pay to Landlord the reasonable cost of such
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 one hundred fifty percent
(150%) of Base Rent due and payable by Tenant each month, in advance, effective immediately
prior to the expiration or earlier termination of this Lease. Such occupancy shall be subject to all
the terms and conditions of this Lease insofar as the same are applicable, including with respect to
the payment of Additional Rent that is due and payable by Tenant hereunder.
ARTICLE III
USE
3.1 Use. Tenant may use the Leased Premises as a component warehouse for the purpose
of storing airplane parts and for such other purposes that are not in conflict with the Amended and
Restated Declaration of Covenants and Restrictions or any other requirements of this Lease. Any
use other than the uses allowable under this Section 3.1 must be approved in writing by Landlord
prior to such use, which approval shall not be unreasonably withheld, conditioned or delayed.
3.2 Access.
(a) In addition to the Leased Premises, Tenant shall have a non-exclusive right to
access, use, and maintain certain areas within the Facility but outside the Leased Premises, as
more particularly delineated in the Exhibit B-1 Site Plan Amenities Area , but to no other area
within the Facility. Area shall be subject to any rules
and regulations established by Landlord for the Amenities Area, which may be changed by
Land reasonable discretion. Tenant acknowledges that
Landlord makes no representation or warranty whatsoever concerning the Amenities Area.
Tenant shall maintain and keep in good repair the Amenities Area at its sole cost and expense for
so long as Tenant is the sole tenant in the Facility.
(b) Landlord shall maintain, continuously and without interruption, perimeter fencing
around the Base, which operational controls shall be maintained from within the CUP. Tenant
and Tenan 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 expense, may secure
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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 Leased Premises, nor to either vehicular
or pedestrian, up to or around the exter
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
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.
(c) Tenant shall have the right to access the Airport upon approval by
AAS
3.3 Parking. the right to use ten
(10) parking spaces that are undetermined and immediately adjacent to the Facility and the North
Lot as shown in the Exhibit B-1 Parking . Anything herein to the contrary
notwithstanding, Landlord shall operate, repair and maintain all adjacent parking spaces as part of
its Common Area Services (and Tenant shall pay Landlord the Common Area Services fees
contemplated by Section 8.1 and Exhibit G but shall not be obligated to pay anything more 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 or are not being provided for Tenant in accordance
with the provisions of Section 4.2, then to the extent available directly to Tenant and with
conditioned or delayed,
Tenant may contract directly with and shall be responsible for the direct payment to the applicable
utility provider for such utilities.
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4.2 Utilities to be Procured and Distributed by Landlord.
(a) . During the Term Landlord agrees to procure on behalf of
the entire Base and redistribute to the Leased Premises Landlord
Distributed Utilities
(i) Electric current for lighting and operation of equipment or machines
requiring electrical consumption.
(ii) Domestic water for lavatory, toilet and other purposes.
(iii) Outgoing effluent from non-industrial sources including, but not limited to,
lavatory sinks, hand washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets.
(iv) Natural
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 the conduits by which
the Landlord Distributed Utilities are made available to the Leased Premises (or removed from the
Leased Premises
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 (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 thirty (30) days in advance, (vi) 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 (vii) interruptions in Landlord
Distributed Utilities to the extent caused by the negligence or willful misconduct of Tenant, or any
of its agents, employees, subtenants, or contractors.
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,
Utility Costs i) the total actual charges of the
third-party utility provider of each of such Landlord Distributed Utilities that are charged to
Landlord (or Management Company on behalf of Landlord) for the purchase of each of such
Landlord Distributed Utilities in the applicable monthly billing period multiplied by (ii) (a)
-meter that
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divided by (b) the total of such Landlord Distributed Utilities furnished to the Base during the
same monthly period. Utility Costs shall include any applicable distribution charges, taxes, or
other fees lawfully charged by the third party provider of such Landlord Distributed Utilities or
any governmental authority.
4.4 Management Company. The parties acknowledge that the provision of Landlord
Distributed Utilities herein may be subcontracted to and performed on behalf of Landlord by
Management Company so long as Management Company is properly authorized to and holds such
licenses and permits as required by applicable law in regard to the provision of such Landlord.
Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible
for all of the obligations of Landlord set forth in this Article IV.
ARTICLE V
FUEL FARM; JET FUEL
5.1 Fuel Farm. Landlord owns an aviation jet fuel farm facility at the Base, as delineated
Fuel Farm
5.2 Provision of Jet Fuel. During the Term, Tenant may acquire and have Jet Fuel
delivered to the Tenant, as follows:
(a) Tenant may purchase Jet Fuel directly from Landlord or its Designated Fuel
Supplier and Landlord shall deliver such Jet Fuel to Tenant from the Fuel Farm in accordance
with the applicable provisions of this Article V;
(b) If Tenant, after exercising commercially reasonable efforts, is unable to purchase
from Landlord or its Designated Fuel Supplier an adequate supply of Jet Fuel for storage in the
Fuel Farm and delivery to Tenant, or if the price for Jet Fuel charged by Landlord or its Designated
Fuel Supplier is higher than Tenant would pay from a third-party fuel provider, then Tenant may
purchase Jet Fuel from any third-party fuel provider and have such Jet Fuel delivered into and
stored by Landlord (or its designated Fuel Services Company) in the Fuel Farm for delivery by
Landlord (or its designated Fuel Services Company) to Tenant in accordance with the provisions
of this Article V; provided such Jet Fuel conforms to the standards set forth and referenced in
Exhibit A; or
5.3 Fuel Services Company. The parties acknowledge that the Fuel Farm may be
managed, maintained, and operated by Fuel Services Company so long as Fuel Services Company
is properly authorized to and holds such licenses and permits as required by applicable law in
regard to the operation of the Fuel Farm and otherwise complies with the provisions of this Article
V, and other provisions of this Lease applicable to the Fuel Farm and Fuel Services Company.
Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible
for all of the obligations of Landlord set forth in this Article V.
5.4 [Intentionally Deleted]
5.5 Continuous Service. The Fuel Farm Services will be made available by Landlord at
the levels provided herein on a continuous basis, as needed twenty-four (24) hours per day, seven
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(7) days per week, three hundred sixty-five (365)
at the Facility, except for (i) cleaning, maintenance, and repair pursuant to an established schedule
developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations)
and delivered to Tenant no less than fifteen (15) days in advance, (ii) interruptions in Fuel Farm
Services that are the result of the unscheduled maintenance or repairs, accidents, emergency
situations, or other occurrences beyond the reasonable control of Landlord and Fuel Services
Company, in which case no prior notice of interruption may be given to Tenant (however, Landlord
shall use good faith efforts to give such notice where possible), and (iii) interruptions in Fuel Farm
Services caused by the sole negligence or willful misconduct of Tenant, or any of Tenant s agents,
employees, subtenants, or contractors.
ARTICLE VI
INDUSTRIAL WASTE TREATMENT FACILITY
6.1 Industrial Waste Treatment Facility. The parties acknowledge that Landlord will
operate the existing industrial waste treatment facility at the Base and in support of the Leased
Premises IWTF and
expense the IWTF in good working order. If Landlord determines that the configuration or
functionality of the IWTF is required to be modified or altered, then prior to making such
modification or alteration, Landlord shall provide Tenant written notice of such determination and
consult with Tenant in good faith. Tenant shall have 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
Leased Premises.
6.2 Landlord Obligations. Landlord shall, at its expense, provide certain industrial
Uplift Services 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
reasonable operational requirements at the Leased Premises. All Uplift Services will be
ect 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 Fees Exhibit D . Uplift Fees shall
be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor. Payment
shall be submitted to such account and payable to Landlord or such party as Landlord (or
behalf) shall
designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at
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6.5 Management Company. The parties acknowledge that the IWTF may be managed,
maintained and operated by, and the obligations with respect to the Uplift Services required of
Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management
Company so long as Management Company is properly authorized to and holds such license and
permits as required by applicable law, if any, in regard to the operation of the IWTF and
performance of the Uplift Services and otherwise complies with the provisions of this Article VI
and other provisions of this Lease applicable to the IWTF, the Uplift Services and Management
Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and
responsible for all of the obligations of Landlord set forth in this Article VI.
ARTICLE VII
CENTRAL UTILITY PLANT
7.1 Central Utility Plant. The parties acknowledge that Landlord will operate the Central
Utility Plant at the Base and in support of the Leased Premises as delineated on the Site Plan (the
Central Utility Plant ility Plant as its sole source for
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 directly and
materially increases any cost or liability to Tenant or directly and materially adversely affects the
operations of Tenant at the Leased Premises, without the prior written agreement of Tenant, unless
required by applicable law, regulations, or any governmental authority or on account of a material
Leased Premises. If Landlord determines that the
configuration or functionality of the Central Utility Plant is required to be modified or altered,
then, Landlord shall provide Tenant written notice of such determination and consult with Tenant
in good faith prior to making such modification or alteration. Tenant shall have 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
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 laws 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
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
Leased Premises, except for (v) cleaning, maintenance, and
repair pursuant to an established schedule developed in consultation with Tenant (with a view to
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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 negligence or willful misconduct of Tenant, or any of agents,
employees, subtenants, or contractors.
7.3 CUP Utilities
(subject to payment by Tenant of the CUP Utility Fees as provided in Section 7.5 and as set forth
in Article IX) and performed by Landlord in accordance with the requirements more specifically
set forth in Exhibit E CUP Utilities
(a) Steam;
(b) Compressed Air; and
(c) Chilled Water.
7.4 CUP Services
and performed by Landlord in accordance with the requirements more specifically set forth in
Exhibit E CUP Services
su 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) 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 CUP Services, Tenant shall pay
the fees specified in Exhibit F CUP Fees Section 9.2 below). CUP Fees shall be
invoiced by Landlord to Tenant monthly, in arrears. Payments shall be due and payable by Tenant
within thirty (30) days after receipt of an invoice therefor. Payment shall be submitted to such
account and payable to Landlord or such party as Landlord (or Management Company pursuant to
time to time prior
in one or more lump sum(s).
7.6 Management Company. The parties acknowledge that the Central Utility Plant may
be managed, maintained, and operated by, and the associated obligations with respect to the CUP
Utilities and Services required of Landlord herein may be subcontracted to and performed on
behalf of Landlord by, Management Company so long as Management Company is properly
authorized to and holds such licenses and permits as required by applicable law, if any, in regard
to the operation of the Central Utility Plant and performance of the CUP Utilities and Services and
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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otherwise complies with the provisions of this Article VII and other provisions of this Lease
applicable to the Central Utility Plant, the CUP Utilities and Services and Management Company.
Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible
for all of the obligations of Landlord set forth in this Article VII.
ARTICLE VIII
COMMON AREA SERVICES
8.1 Common Area Services. Landlord agrees to operate, repair, and maintain the
Common Area of the Base consistent with standard industry practices pertaining to the current use
of the Base Common Area Services . In consideration of the Common Area Services,
Common Area Fees
amounts specified in Exhibit G.
8.2 Management Company. The parties acknowledge that the associated obligations with
respect to the Common Area Services may be subcontracted to and performed on behalf of
Landlord by Management Company so long as Management Company is properly authorized to
and holds such licenses and permits as required by applicable law, if any, in regard to the operation
of the Common Area and performance of the obligations set forth in this Article VIII and other
provisions of this Lease applicable to the Common Area Services and Management Company.
Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible
for all of the obligations of Landlord set forth in this Article VIII.
ARTICLE IX
RENT, FEES, AND CREDITS
9.1 Base Rent. Base Rent
in the following amounts (prorated on a per diem basis for any partial month) which are based
upon 42,139 square feet:
PERIOD MONTHLY BASE RENT ANNUAL BASE RENT
Months 1 - 4 $0.00 $70,231.67
Months 5 - 60 $8,778.96 $105,347.50
9.2 Rent Credits. In recognition and consideration of the Improvements completed by
Tenant as described in Exhibit H attached hereto, during months one (1) through four (4) of the
Term, Tenant will not pay Base Rent which provides for thirty-four thousand, nine hundred fifty-
seven dollars and forty cents ($34,957.40) of rent credits. Tenant shall be responsible for the
payment of all operating expenses, including Utility Costs and Fees during months one (1) through
sixty (60) of the Term.
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9.3 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.
9.4 Payment.
(a) Base Rent shall be due and payable by Tenant, in advance, on or before the first
(1st) day of each calendar month at such place and to such party as Landlord shall designate in
writing from time to time. Such amounts shall be prorated for any fractional calendar month. A
late fee, pursuant to Section 18.2, of ten percent (10%) of the amount due will be assessed if Base
Rent is not received by the Landlord on or before the fifth (5th) day of the month.
(b) Operating Expenses. All direct utilities, distributed utilities, and operating
expenses, including but not limited to Fees will be invoiced to the Tenant each month by the
Management Company. A late fee of five percent (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
on the invoice.
(c) All payments to Landlord shall be issued via direct deposit into the bank account
designated by Landlord.
9.5 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 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. Such
amounts shall be paid directly to the public officer charged with their collection before they
become delinquent. TENANT WILL INDEMNIFY LANDLORD AND HOLD IT
HARMLESS FROM ALL SUCH TAXES, CHARGES, AND ASSESSMENTS . Tenant may,
in good faith at its own expense (and in its own name) contest any such taxes, charges, and
assessments and must pay the contested amount, plus any penalties and interest imposed, if and
when finally determined to be due. , or
assessment when finally due within ten (10) days after the date Landlord supplies written notice
to cial obligation
to Landlord to liquidate and discharge such tax, charge, or assessment shall survive following
termination of this Lease and until such a time as the lien is discharged.
9.6 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
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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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) CUP Services, and (iv) Common Area Fees, 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 promptly provide Landlord with a copy of the written audit report prepared by Tenant or
. If the written audit report proves that the aggregate rent, costs, or Fees were
overstated by Landlord by more than five percent (5%) of the actual rent, costs, or Fees that were
due to Landlord pursuant to this Lease for the applicable period so audited, then Landlord will
pay to Tenant, upon demand, the amount that the audit determined was overcharged by Landlord
if such amounts were already paid by Tenant.
(d) Landlord Audit Right. Tenant agrees that Landlord shall, until the expiration of
three (3) years after the expiration or termination of this Lease, have access to and the right to
examine any directly pertinent books, documents, papers and records of Tenant which are
required to evaluate the compliance with terms of this Lease (but excluding any privileged and
confidential attorney/client communications or work product, including communications with, or
. Tenant agrees that, upon at
least five (5) business days prior written notice to Tenant, Landlord shall have reasonable access
during normal working hours to all necessary Tenant facilities required for such examination and,
if available, shall be provided adequate and appropriate workspace in order to conduct
examination in compliance with the provisions of this Section 9.5(d). Landlord shall be
responsible for all reasonable costs and expenses associated with any such examination or audit.
all
law, Landlord shall maintain as strictly confidential, and shall cause its representatives conducting
any such examination to execute in favor of Tenant a confidentiality agreement (in form prepared
by Tenant which shall be subject to all applicable laws) regarding, all information examined, the
results of any such examination, and the resolution of any disputed issues arising in connection
with such examination.
ARTICLE X
COMPLIANCE WITH LAW; ENVIRONMENTAL
10.1 Environmental Permits. Tenant shall obtain all necessary Environmental Permits
and shall diligently pursue approval of the Environmental Permits until the Environmental Permits
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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are approved or denied. Tenant shall not perform any operations for which Environmental Permits
are required prior to receipt of 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
Leased Premises Rules
and Regulations
compliance plans and all laws, orders, rules, regulations, permits and requirements of duly
he IWTF,
the Central Utility Plant, and the Fuel Farm pursuant to this Lease, solely to the extent such use by
Tenant requires Tenant to so comply, and (iii) timely submit to the appropriate public authorities
(with a copy to Landlord) all environmental notifications, forms, reports and permit applications,
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 such Rules and
Regulations or the terms set forth in clauses (ii) and (iii) above (or to expend any sums in
connection therewith) to the extent of the obligations of Landlord (and/or its designated
Management Company and Fuel Services Company) with respect to the ownership and operation
of the IWTF and Uplift Services, the Central Utility Plant, 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 or to the
extent such failure to comply is caused by the negligence or willful misconduct of Landlord,
Management Company, Fuel Services Company or their respective agents, contractors or
employees; provided, however, Tenant will remain responsible for its specific obligations under
this Lease and its negligence or willful misconduct in connection with its use of the IWTF, the
Central Utility Plant, and the Fuel Farm.
10.3 Hazardous Materials
Uplift Services, Central Utility Plant, 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
Hazardous
Materials -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
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
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 18 of 50
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
responsibilities with respect to the IWTF, the Uplift Services, Central Utility Plant, 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
industrial and sanitary wastewater discharge permits, as applicable, or (z) cause a pass through or
icly 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
or the discovery by Tenant of the presence of Hazardous Materials to the environment, air, surface
or subsurface soil or water at or above levels those which cause an Environmental Condition or a
violation of the Rules and Regulations, Tenant shall promptly notify Landlord of such Release,
discovery of Hazardous Materials, or violation of the Rules and Regulations. If Landlord, at any
time during the Term of the Lease or any extension thereof, has good reason to suspect that there
has been a Release, there is an imminent threat of a Release, or that Hazardous Material is being
stored, handled, disposed of or otherwise managed onsite in violation of Environmental Laws, the
Rules and Regulations, or the requirements of this Lease, then Landlord may, after written
communication of those reasons to Tenant, conduct environmental testing. Landlord and Tenant
shall promptly notify the applicable governmental authority(s) of such Release, if so required
under applicable Environmental Laws. The party with responsibility under this Lease for such
Release shall (and the other party may, after giving the other party reasonable opportunity to
respond, but without prejudice to seeking reimbursement for such costs from any otherwise
responsible party), promptly hire an environmental consultant, after giving the other party
reasonable opportunity to object, to investigate and delineate the cause, nature, and extent of any
such Release or presence of Hazardous Materials. Tenant and Landlord shall consult in good faith
on the remediation of any
Hazardous Material at or originating from the Leased Premises
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
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
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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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
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)
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
unless caused by Tenant, its employees, agents, contractors, guests, or invitees, (iii) a Release
occurring on or under, or migration of Hazardous Material from, property other than the Leased
Premises, unless caused by Tenant, its employees, agents, contractors, guests, or invitees, (iv) any
Environmental Condition disclosed or reflected as part of the Environmental Baseline (defined
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
Landlord Hazardous Material
Liabilities o 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
La Release
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, or disposing of any substance into the environment for which Release is regulated under
Environmental Condition
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, FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING
SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE
EXPERT FEES, WHICH ARISE DURING OR AFTER THE TERM, OR IN
CONNECTION WITH A VIOLATION OF THE RULES AND REGULATIONS, OR THE
PRESENCE OF HAZARDOUS MATERIALS IN THE ENVIRONMENT, THE AIR, SOIL,
GROUNDWATER, OR SOIL VAPOR, INCLUDING BUT NOT LIMITED TO LAND ON
OR UNDER THE FACILITY OR ADJACENT PORTIONS OF THE BASE, OR IN
ENFORCING THE PROVISIONS OF THIS SECTION TO THE EXTENT CAUSED BY
TENANT, ITS EMPLOYEES, AGENTS, CONTRACTORS, GUESTS, OR INVITEES, OR
BY NCY OF THE FACILITY DURING THE
HAZARDOUS MATERIAL
LIABILITIES Specifically excluded from the foregoing indemnification obligation of Tenant
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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are the Landlord Hazardous Material Liabilities. Without limiting the generality of the foregoing,
this indemnification shall survive the expiration of this Lease and does specifically cover costs
incurred in connection with any investigation of site conditions or any cleanup, remedial, removal,
or restoration work required by any federal, state, or local governmental agency or political
subdivision because of the presence of Hazardous Materials in the environment, air, soil,
groundwater or soil vapor on or under the Leased Premises to the extent directly caused by Tenant,
its emp
Leased Premises during the Term of this Lease or migrating to and
any location where such Hazardous Materials from Tenant, its employees, agents, contractors,
Leased Premises during the Term of
the Lease may be deposited, discharged, or located, and any location where a state or federal
governmental agency has determined liability relates directly to Tenant's operations on the Leased
Premises, except for Landlord Hazardous Material Liabilities.
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
INCURRED IN CONNECTION WITH THE LANDLORD HAZARDOUS MATERIAL
LIABILITIES SHALL BE PART OF THE LANDLORD HAZARDOUS MATERIAL
LIABILITIES. THE PROVISIONS OF THIS SECTION 10.6 SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS LEASE.
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 nmental
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. 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
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THAT IT HAS INSPECTED THE LEASED PREMISES
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
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 (II) THE COMPLIANCE OF THE LEASED
PREMISES OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS
OF ANY GOVERNMENTAL AUTHORITY OR OTHER BODY INCLUDING, WITHOUT
LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND RELATED RULES AND
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
REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT
SPECIFICALLY UNDERSTANDS THAT ANY INFORMATION PROVIDED BY
LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS IS SUBJECT TO
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 .
(a) Maintenance. During the Term, except as expressly provided below and for those
aspects and parts to be maintained and repaired by Landlord as provided in Section 11.3, Tenant
shall keep, maintain, and repair, at its expense, all aspects and parts of the Leased Premises
reasonably neat, clean, free from waste or nuisance, and in good order and condition, ordinary
wear and tear excepted, and shall make all needed repairs and replacements thereto. Tenant shall
be responsible for all testing, repairs, and maintenance (but not full-system replacement) of fire
and life safety systems in the 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
thereof.
(b) . If Tenant demolishes or removes any
improvements pursuant to the terms of this Lease, Tenant must also clear that portion of the Leased
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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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 . It is understood and agreed that
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, roof membrane,
structural elements, walls, plate glass, foundations, mechanical, electrical, plumbing, and HVAC
systems 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) and the CUP Utilities and the CUP Services, provided that the cost
of such repair and maintenance shall be passed through to Tenant as a Common Area Expense,
except when necessary due to the negligence or willful misconduct of Landlord, Management
el Services
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 negligence or willful misconduct of Tenant or required to be performed by Tenant, including
but not limited to Improvements related to the ADA as set forth in Section 12.1.
ARTICLE XII
ALTERATIONS, IMPROVEMENTS AND ADDITIONS
12.1 Improvements. Subject to compliance with all applicable laws, the consent of
Landlord, and any other restriction or necessary approval contained in the Amended and Restated
Declaration of Covenants and Restrictions, or any other document, covenant, or restriction
recorded as of the date of such proposed improvement, Tenant, at its cost, risk and expense, may
(but shall have no obligation to) construct, erect, and complete Improvements. Tenant shall be
responsible, at its sole cost and expense, for all Improvements required for the Leased Premises to
ADA
acknowledges may be required in the event of any other significant Improvements.
12.2 Improvements by Tenant.
(a) All Improvements completed by Tenant, as described in Exhibit H of this Lease,
shall remain a part of the Leased Premises and become property of the Landlord upon termination
of this Lease 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.
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(b) 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 Landlord to remove
Improvements specifically identified by Tenant that were not requested for removal under Section
12.3. Upon receipt of written approval from Landlord, Tenant shall have up to but not to exceed
sixty (60) days after the expiration or termination of the Lease to remove such identified
Improvements and the ownership of any such Improvements not removed within sixty (60) days
after the expiration or termination of the Lease shall automatically transfer to Landlord. Landlord
12.3 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
Plans
writing approval from the Landlord for same, which approval shall not be unreasonably withheld,
conditioned or delayed. Landlord shall have thirty (30) days from the date of submission of all
if approval is granted, Landlord shall specify in writing whether Tenant will be required to remove
the Improvements and restore the Leased Premises to substantially the same condition as before
the Improvement, or whether Tenant shall not remove the Improvement, upon termination of this
Lease; provided, however, if at the time Tenant submits its plans, specifications and estimates to
Landlord Tenant requests the right to remove certain Improvements either upon termination of this
Lease or before, Tenant shall be entitled to so remove such Improvements unless, within said thirty
approval shall not
be unreasonably withheld, conditioned or delayed). Tenant's plans for construction for any
Improvement shall conform in all material respects to the architectural standards established by
Landlord. Tenant shall not make any Improvements to the exterior of the Leased Premises
(including painting the exterior of the Leased Premises) without Land
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
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
Section 2.3 shall be satisfied
ance with this Section 12.2.
12.4 Work. Tenant is responsible with obtaining necessary permits for the Improvements,
processes and requirements for permits as the permitting authority. Tenant shall work diligently
toward completion of, and shall complete, any started Improvements, all substantially in
accordance with the approved plan specifications and using contractors reasonably acceptable to
Landlord. Any of Landlord's Adjoining Property that is damaged as a direct result of performing
an Improvement shall be repaired by Tenant and returned to its previous condition or better, at
Tenant's sole cost and expense.
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12.5 Documents. As soon as practicable following the completion of the Improvements,
Tenant shall supply Landlord with:
(a) comprehensive sets of documentation relative to the Improvements, including, at a
minimum, as-built drawings. As-built drawings shall be new drawings or redline changes to
drawings previously provided to Landlord;
(b) textual documentation in computer format as requested by Landlord;
(c) full lien releases for all contractors, subcontractors, and suppliers for the
Improvements; and
(d) copies of all required permits and warranties for the Improvements.
12.6 Ownership and Requirements for Improvements. All Improvements shall be done in
a good and workmanlike manner, by qualified and licensed contractors or mechanics, and shall
comply with any and all Rules and Regulations. Title to and ownership of Improvements shall be
and remain in Tenant during the Term hereof, but shall automatically transfer to Landlord upon
termination of this Lease, unless Landlord required or permitted pursuant to Section 12.1 or
Section 12.2 that such Improvements be removed at the end of the Term, in which case Tenant
shall remove such Improvements and repair any damage to the Leased Premises caused by such
removal. Tenant shall have 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
following receipt of such written request, and the ownership of any Improvements not so removed
within ninety (90) days shall automatically transfer to Landlord. Tenant acknowledges and agrees
that changes to the exterior of the Leased Premises -current
color and appearance requirements as disclosed by Landlord to Tenant, and Tenant shall not make
any alterations, improvements or additions to the exterior of the Leased Premises (including
painting the exterior of the Leased Premises .
12.7 Indemnification. TENANT FURTHER AGREES TO DEFEND AND
INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON
THE FACILITY, ARISING OUT OF THE PERFORMANCE OF ANY MAINTENANCE,
REPAIR, REPLACEMENT, IMPROVEMENT OR ALTERATION BY TENANT OR
TENANT'S CONTRACTOR ON THE FACILITY.
12.8 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 (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
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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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 ten (10) business days
prior written notice to Tenant, Landlord shall have, in addition to all other remedies provided
herein and by law, the right, but not the obligation, to cause such lien to be released by such means
as Landlord deems proper, including payment of the claim giving rise to such Lien. Any amount
Landlord promptly upon written demand therefore accompanied by appropriate documentation of
such expenditures.
12.9 Signs. Tenant may at its sole cost and expense install one (1) exterior, building-affixed
sign subject to prior written consent of Landlord not to be unreasonably withheld, conditioned or
delayed and 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. To the extent an approval by parties other 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) Aviation liability insurance covering, without limitation, aircraft products, airport
premises liability, and covering bodily injury and property damage (with limits of One Million
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
occurrence and Two Million Dollars ($2,000,000.00) in the aggregate,
(c) Leased
Premises and all personal property of Tenant located at or within the Leased Premises, with
coverages in such amounts and against such risks as are customarily insured against, including,
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without limitation, business interruption coverage with respect Leased
Premises, and
13.2 . Tenant represents that
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.
13.3 Tenant Insurance Policy Conditions. Each insurance policy required by Section 13.1
(i) shall be issued by an insurer (or insurers) possessing an A-VII A.M. Best Rating or better and
of recognized standing and authorized to issue such policy of insurance in the State of Texas; (ii)
shall provide for a waiver of subrogation by each such insurer with respect to any claims against
Landlord solely to the extent of the amount of any payment of a loss by such insurer pursuant to
the applicable insurance coverages; and (iii) shall be endorsed to prohibit cancellation or
substantial reduction of coverage by the insurer without at least thirty (30) days prior written notice
to Landlord. The liability policies and coverages set forth in clauses (a) through (c) of Section 13.1
shall each contain an endorsement naming Landlord as an additional insured as its interests may
appear. Tenant shall be named loss payee as its interests may appear with respect to the insurance
coverages maintained by Tenant pursuant to 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
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 cost casualty insurance on the Leased
Premises.
13.5 MUTUAL RELEASE. LANDLORD AND TENANT RELEASE EACH OTHER FROM ALL CLAIMS
FOR LOSSES OF OR TO (I) THE FUEL FARM , THE IWTF, AND THE CENTRAL UTILITY P LANT , (II)
TENANT S PERSONAL PROPERTY, EQUIPMENT AND FIXTURES, AND (III) TENANT S OR LANDLORD S
BUSINESS OR REVENUES, PROVIDED THE LOSSES ARE COVERED BY THE RELEASING PARTY S
INSURANCE TO THE EXTENT OF THE LIMITS AS SPECIFIED IN SECTION 13.1 AND SECTION 13.2 ABOVE.
THE PARTY INCURRING THE LOSS IS RESPONSIBLE FOR ANY DEDUCTIBLE OR SELF-INSURED
RETENTION UNDER ITS INSURANCE. THE PARTIES WILL NOTIFY THE ISSUING INSURANCE COMPANIES
OF THIS LEASE AND HAVE THE APPLICABLE POLICIES ENDORSED ,IF NECESSARY, TO PREVENT
INVALIDATION OF COVERAGE BY REASON OF THIS PROVISION.
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ARTICLE XIV
CASUALTY AND CONDEMNATION
14.1 Total Destruction. This Lease shall automatically terminate if the Leased Premises is
totally destroyed.
14.2 Partial Destruction of Leased Premises.
(a) If the Leased Premises is damaged by any casualty and, in Landlord's reasonable
opinion, the Leased Premises (exclusive of any Improvements made to the Leased Premises by
Tenant) can be restored to its preexisting condition within one hundred eighty (180) days after the
date of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord of
such damage, except as provided in Section 14.4, promptly and with due diligence repair the
damage to the Leased Premises as provided in Section 14.4.
(b) If such repairs cannot, in the reasonable opinion of a construction professional
chosen by Landlord and reasonably acceptable to Tenant, be made within said one hundred eighty
(180) day period, then Tenant may, at its option, exercisable by written notice given to Landlord
within thirty (30) days after the date of the damage or destruction, elect to terminate this Lease as
of the date of the damage or destruction. In the event Tenant does not elect to terminate this Lease
as provided herein, Landlord shal 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.
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
; provided such restoration and repair obligation shall be
limited to the amount of insurance proceeds received by the Landlord from the property insurance
policy required to be maintained by Tenant pursuant to Section 13.1. Landlord shall not be
obligated to repair or restore any Improvements performed by the Tenant that were not approved
by the onal property
or trade fixtures. Until such repairs or restoration are completed, the Rent shall be abated from the
date of damage or destruction in the same proportion that the rentable area of the portion of the
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 . Notwithstanding anything to the contrary
contained in this Article XIV, Landlord shall have no obligation to repair the Leased Premises if
either: (a) 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 (b) the damage
is caused in whole or in part by the gross negligence or intentional tort of Tenant or any person in
less than two (2) years prior to the expiration date of the then-current term, exclusive of additional
option periods. In the event Landlord does not elect to repair the Leased Premises, this Lease shall
Leased Premises.
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14.5 Property Insurance Deductible. In the event a claim is made by Tenant, Landlord, or
an additional insured under the property insurance policy required to be maintained by Tenant
pursuant to Section 13.1, the party making the claim shall be responsible for the amount of the
deductible for such policy, except to the extent that such insured claim arises from or is a result of
14.6 . 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
Leased Premises (as determined by
Tenant) or would require more than six (6) months to repair or rebuild, Tenant may terminate this
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
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
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
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
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 t
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.
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14.9 Casualty or Condemnation Other than the Leased Premises. If all or any portion of
the IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Base necessary for
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 (i) the available insurance or condemnation proceeds are insufficient to rebuild or repair
the applicable facility and Tenant is not willing to pay the difference in such cost of rebuild or
repair, or (ii) there is a total loss or material damage to any such facility that has a material adverse
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
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
INDEMNIFICATION RELATED TO SERVICES
15.1 ndemnification. TENANT SHALL DEFEND, INDEMNIFY, AND
HOLD HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, COSTS, FINES, PENALTIES, REMEDIATION EXPENSES, AND DAMAGES
ARISING OUT OF OR RESULTING FROM THE FOLLOWING:
(a) ANY LIABILITY OR DAMAGE FOR WHICH TENANT HAS EXPRESSLY
AGREED TO BE RESPONSIBLE AND LIABLE FOR UNDER THIS LEASE;
(b) ANY CONTAMINATION TO JET FUEL THAT OCCURS AFTER THE
JET FUEL ENTERS THE TENANT STORAGE AND THAT IS CAUSED BY TENAN
NEGLIGENCE; OR
(c) TENANT'S CAUSING OR PERMITTING THE PLACEMENT,
DISCHARGE OR DISPOSAL OF ANY INDUSTRIAL OR HAZARDOUS WASTE INTO
(A) THE SANITARY WASTEWATER SYSTEM OR (B) THE IWTF (VIA THE LIFT
STATION), WHICH INDUSTRIAL OR HAZARDOUS WASTE CONTAINS SUCH
CONSTITUENTS OR CHARACTERISTICS AS WOULD (X) CAUSE A VIOLATION
PERMITS, AS APPLICABLE, (i) CAUSE A PASS THROUGH OR INTERFERENCE AT
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THE IWTF, AS APPLICABLE, OR (ii) CAUSE A VIOLATION OF THE WASTEWATER
STANDARDS RESULTING IN ADDITIONAL COSTS TO TREAT THE INDUSTRIAL
OR HAZARDOUS WASTE OR RESULTING IN ANY DAMAGE AND REMEDIATION
COSTS IN RESPECT OF THE EQUIPMENT AND FILTERS AT THE IWTF;
IN EACH CASE, SOLELY TO THE EXTENT NOT ARISING FROM THE WILLFUL
ACTS OR NEGLIGENCE OF LANDLORD, MANAGEMENT COMPANY, OR FUEL
SERVICES COMPANY OR THEIR RESPECTIVE AGENTS, EMPLOYEES,
CONTRACTORS, INVITEES AND LICENSEES.
15.2 Survival. This Article XV shall survive any termination of this Lease.
ARTICLE XVI
GENERAL INDEMNITY
16.1 Tenant . TENANT HEREBY AGREES TO DEFEND, INDEMNIFY
PARTNERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL
CLAIMS, ACTIONS, DAMAGES, LIABILITY, COST AND EXPENSE, INCLUDING
REASONABLE AT CLAIMS
OF OR RESULTING FROM
(a) THE POSSESSION, USE OR OCCUPANCY OF THE FACILITY BY
TENANT, OR ITS EMPLOYEES, AGENTS, SUBTENANTS, OR CONTACTORS; OR
(b) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR
UNLAWFUL ACT OF
SUBTENANTS, CONTRACTORS, OR INVITEES; OR
(c) 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;
EXCLUDING IN EACH CASE, HOWEVER, SUCH CLAIMS ARISING OUT OF THE
NEGLIGENT ACTS, OMISSIONS, UNLAWFUL ACT, OR WILLFUL MISCONDUCT
EMPLOYEES, LICENSEES, OR INVITEES, FUEL SERVICES COMPANY OR FUEL
PROVISIONS OF THIS SECTION 16.1 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
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(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)
past due;
(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
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 of
the Event of Default and diligently prosecutes the cure to completion within forty-five (45) days
of the Event of Default; or
(c) Tenant abandons the Leased Premises (except for a Permitted Absence) and fails
to reoccupy the Leased Premises
notice thereof from Landlord. Notwithstanding the foregoing, Tenant may abandon or vacate the
Leased Premises at any time during the last three (3) months of the Term, provided that it
Permitted Absence
abandonment or vacation of the Leased Premises by Tenant resulting from an event of force
majeure, casualty damage, or condemnation.
17.2 Remedies. Upon the occurrence of an Event of Default, Landlord may: (i) terminate
this Lease; (ii) termin Leased Premises, without terminating
this Lease, and relet the Leased Premises on behalf of Tenant; (iii) enter and take possession of the
Leased Premises pment, 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
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)
Tenant will immediately pay Landlord (i) all reasonable expenses incurred by Landlord in
enforcing this Lease, including all legal costs (including
damages.
(b) Surrender; Outstanding Obligations
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 an
or other property and (ii) the amounts referenced in clauses (i) through (iii) of Section 17.3(a).
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
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All Base Rent or any other fee or charge due and payable as required hereunder will continue to
and is to be payable in accordance
with the provisions in Section 17.3(c).
(c) Lease Payments for Remainder of the Term
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 this Lease until the Term of this
Lease ends or pay the amount in full at any time during the remainder of the Term of this Lease
based upon the net present value, the discount rate for this calculation being four percent (4%).
17.4 Landlord Reasonable Efforts to Relet
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
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
failure to perform any such obligations; provided, however, that if the nature of Landl
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)
written notice of such default, except in cases of emergency, Tenant may at its option (but shall
not be required to)
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
Offset Limit
greater of (i) twenty-five percent (25%) of the then monthly base rent or (ii) the amount necessary
to fully amortize in equal monthly amounts the amount due (including interest of 8% per annum)
over the remainder of the Term (including any shortened Term if this Lease is terminated prior to
its current expiration date, and assuming no extensions of the Term beyond its current expiration
date).
ARTICLE XVIII
MISCELLANEOUS
18.1 Assignment and Subleasing.
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a) By Tenant. Tenant shall not 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 shall cause this Lease to be void.
b) . 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) By Landlord
Leased Premises,
the Central Utility Plant, the Fuel Farm and the IWTF, and Tenant agrees to attorn to the new
t 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
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.
18.2 Interest Charges. Should either party fail to pay any amount due to Landlord under
this Lease when due, interest will accrue from the date on which such sum is due and such interest
will be paid at the time of payment of the delinquent sum. Whenever reference is made in this
Lease to the accrual of interest on sums due or whenever any amount owed is not paid when due,
such sum will bear interest at a rate of ten percent (10%) per annum.
18.3 . 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
litigation.
18.4 Severability. Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the fullest extent permitted by law, the parties hereby waive any
provision of law which may render any provision hereof void or unenforceable in any respect.
18.5 Entire Agreement; Amendments. This Lease constitutes the complete agreement
of the parties with respect to the subject matter contained herein and supersedes all previous
agreements, representations and understandings concerning the same. The provisions of this Lease
may be modified, amended or waived only by a written instrument, executed by Landlord and
Tenant.
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18.6 Payments. 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.
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 of Fort Worth
City Attorney
200 Texas Street
Fort Worth, Texas 76102
If to Tenant:
Gridiron Air LLC
13901 Aviator Way, Suite 210
Fort Worth, Texas 76177
Attn: General Counsel
18.8 Service of Process. TENANT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 18.7. NOTHING IN
THIS LEASE WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
18.9 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
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 35 of 50
such right or remedy. All remedies, rights, undertakings, obligations and agreements contained
herein shall be cumulative and not mutually exclusive.
18.10 Binding Effect. This Lease shall be binding upon the parties, their personal
representatives, successors and assigns.
18.11 Governing Law. This Lease will be governed by, and construed in accordance with,
the laws of the State of Texas without regard to choice of law principles. Any suit, action or
proceeding with respect to this Lease may be brought exclusively in the courts of the State of
Texas, County of Tarrant, or in the United States District Court for the Northern District of Texas,
Fort Worth Division, as Tenant or Landlord, whichever is applicable, in its sole discretion may
elect and Landlord and Tenant hereby submit to the jurisdiction of such courts for the purpose of
any suit, action or proceeding.
18.12 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.
18.13 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.
18.14 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
18.15 Construction. This Lease is the product of negotiations between the parties, and
shall be construed as if jointly prepared and drafted by them. No provision hereof shall be
construed for or against any party due to its actual role in the preparation or drafting hereof by
reason of ambiguity in language, rules of construction against the drafting party or similar doctrine.
18.16 No Third Party Beneficiaries. Except as otherwise provided herein, nothing in this
Lease shall be construed as giving any person other than the parties hereto any right, remedy or
claim under or in respect of this Lease or any provision hereof.
18.17 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 ________________, whose
commission Landlord shall pay pursuant to a separate agreement. Tenant shall have no obligation
for any commission.
18.18 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
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 36 of 50
exist from time to time. Tenant hereby represents and warrants that prior to the Effective Date, it
shall have obtained (i) any such permit as is necessary or required by any governmental or quasi-
governmental authority in order to properly discharge industrial and sanitary wastewater from the
Leased Premises that is generated by Tenant in the conduct of its operations at and use of the
Leased Premises, and (ii) any other permit or license that is required in order for Tenant to properly
perform Tenant s obligations hereunder and conduct its operations at the Leased Premises.
Landlord hereby represents and warrants that prior to the Effective Date it shall have obtained or
caused Management Company or Fuel Services Company to have obtained (i) any such permit as
is necessary or required by any governmental or quasi-governmental authority in order to operate
the Fuel Farm, the IWTF and the CUPS Facility, including, without limitation, permits related to
air, storm water, waste, and wastewater, and (ii) any other permit or license that is required in order
for Landlord to properly perform Landlord s obligations hereunder.
18.19 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.
18.20 Force Majeure. If either party is unable, either in whole or part, to fulfill its
obligations under this Lease due to acts of God; strikes, lockouts, or other industrial disturbances;
acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission,
or agency of the United States or of any state; declaration of a state of disaster or of emergency by
the federal, state, county, or city government in accordance with applicable law; issuance of a
Level Orange or Level Red Alert by the United States Department of Homeland Security; any
Force Majeure Event
Majeure Event will be suspended only during the continuance of such event.
Exhibits:
Exhibit A Jet Fuel Specification
Exhibit B-1 Site Plan
Exhibit B-2 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
[Signature Page Follows]
The parties hereto have executed this Lease to be effective on May l st, 2024 (the "Effective
Date").
LANDLORD:
CITY OF FORT WORTH,
a Texas home rule municipal corporation
Da!?f!!fi!l!£�1offcDT)
Dana Burghdoff
Assistant City Manager
City of Fort Worth Contract Compliance Manager:
TENANT:
GRIDIRON AIR LLC,
a Delaware limited liability company
��Michael Stovall
Chief Commercial Officer
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��9CDT)
Mark Brown
Lease Manager
Approved as to form and legality:
(jai/4i,�
Jeremy Anato-Mensah
Assistant City Attorney
Attest:
rk�
Jannette S. Goodall
City Secretary
Form 1295: 2024-1129488
Contract Authorization:
M&C: 24-0289
Date: 4/09/2024
FACILITIES LEASE AGREEMEMT-GRIDIRON AIR,LLC Page37 of50
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 38 of 50
EXHIBIT A
JET FUEL SPECIFICATIONS AND FUEL FARM REQUIREMENTS
Operating Standards. Beginning on the Effective Date and continuing through the Term,
Leased Premises must meet the quality,
requirements, and specifications set forth in the latest revision of the ATA Specification 103
Standard for Jet Fuel Quality Control at Airports, published by the Air Transport Association
ATA Specification 103
specifications may be revised and amended from time to time upon prior written approval from
Tenant and Landlord.
Security. Landlord shall take such measures as are reasonably required in order to secure
the Fuel Farm and to prevent tampering with the portions of the Fuel Farm and the associated fuel
piping that are outside of the Leased Premises, including, without limitation, a control system,
storage and distribution facilities, buildings, and equipment, provided, however, Landlord shall
not be required to provide guards.
System Inspections. In accordance with ATA Specification 103 and applicable federal,
state, and local Laws, Landlord shall maintain detailed records of inspections of the Fuel Farm
(including the Tenant Pipe Segment) that demonstrate there are no material leaks in the pipelines
that are a part of the Fuel Farm, that the Fuel Farm is cathodically protected, and that the Jet Fuel
is not present in material quantities in the vaults containing vents, drains, valves, or any other
subsurface features of the Fuel Farm. On a scheduled basis or otherwise upon ten (10) days prior
written notice, Landlord (or its designated Fuel Services Company) may inspect or cause to be
tenants using the Fuel Farm as required by ATA Specification 103, to ensure that: (i) such
equipment is compatible with the safe and efficient operation of the Fuel Farm; and (ii) metering
devices on such equipment are accurate and compatible with such devices used by Landlord and
Tenant.
Jet Fuel Standards. Landlord shall assure that Jet Fuel delivered to the Fuel Farm and
dispensed from the Fuel Farm meets or exceeds the fuel specification and purity standards listed
in the latest edition of ATA Specification 103, Section 1-2 (or equivalent) unless Tenant and
Landlord agree in writing otherwise. Landlord may refuse to accept any deliveries from any party,
including Tenant and its fuel vendors, without penalty or breach of its obligations hereunder if the
party delivering such Jet Fuel does not provide Landlord with evidence satisfactory to Landlord
(including without limitation any written certificate of compliance that Landlord may in good faith
request) that such Jet Fuel complies with the foregoing specifications, unless Tenant instructs
Landlord in writing to accept such delivery, in which case Landlord shall bear no liability for, and
shall be indemnified and held harmless by Tenant against, any failure of such delivery to comply
with the foregoing specifications.
Sampling. Landlord shall conduct and record results of fuel receipt inspections in
accordance with ATA Specification 103, Section 1-3 (or equivalent). Landlord shall receive a
certification document from the Jet Fuel supplier or shipping agent which certifies that the product
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 39 of 50
to be delivered meets ASTM D1655 specification requirements with at least the following select
property values listed as measured by specified ASTM test methods:
(a) Visual Appearance in White Bucket
(b) Gravity, corrected to 60° F (15° C)
(c) Distillation
(i) 10% Recovered
(ii) 50% Recovered
(iii) 90% Recovered
(iv) Final Boiling Point
(i) Residue
(vi) Loss
(d) Flash Point
(e) Freezing Point
(f) Water Separation (MSEP)
(g) Copper Strip Corrosion
(h) Existent Gum
Accompanying documents shall also include all delivery information including, but not limited to,
the destination, the batch number, the fuel grade or type, and the quantity to be shipped. Landlord
must not receive Jet Fuel into the fuel tank in the Fuel Farm without the appropriate certification
document.
Landlord shall conduct the following tests on fuel samples received from each highway transport
truck tank compartment and record the results:
(a) Visual Appearance in White Bucket
(b) API Gravity, corrected to 60° F (15° C)
Vehicles with a common manifold will be considered as a single compartment for sampling
purposes. A composite sample of up to three (3) compartments is acceptable for the API Gravity
check only.
Contamination of Jet Fuel. Landlord shall protect the Jet Fuel from the introduction of any
substances which change the quality of the Jet Fuel after delivery thereof to the Fuel Farm and
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 40 of 50
the Fuel Farm.
Records. Landlord shall maintain on a current basis complete and accurate books and
records and make reports available to Tenant, at reasonable times upon reasonable notice and
request, in such form and detail as may be agreed between the parties of the withdrawals and gains
and losses of Jet Fuel from the Fuel Farm.
Inventory Reconciliations. Landlord (or Fuel Services Company on its behalf) shall keep
current, complete and accurate inventory records of the Jet Fuel in the Fuel Farm as follows:
(a) Receipts into inventory and disbursements from inventory shall be recorded in net
and/or gross gallons as agreed by the parties from time to time. At approximately the same time
each day, Landlord shall take inventory measurements of each fuel tank and, for each
measurement so taken, Landlord shall record the volume and the time of day such measurement
was made. Each disbursement of Jet Fuel shall be recorded on individual fueling tickets unless
an alternate arrangement is agreed upon in writing by Landlord and Tenant.
(b) Using the above daily measurements, Landlord shall reconcile monthly the physical
inventory to the calculated inventory and, at reasonable times upon reasonable notice and
request, present such reconciliation to the Tenant and, as applicabl
satisfaction the receipt and distribution of all Jet Fuel, including all operating gains or losses of
inventory.
(c) Landlord shall be respo
negligence or willful misconduct. Landlord shall be responsible for all loss or disappearances of
Jet Fuel in excess of the level of losses allowed in ATA 103 that cannot be reconciled as required
by this subparagraph, or adequately explained as a normal operating loss reasonably beyond
excess of the level of losses allowed by ATA 103, then Landlord shall have six (6) months to
bring the Fuel Farm operations into compliance with ATA 103. Within thirty (30) days following
each yearly anniversary of the Effective Date, Landlord shall replace all losses or disappearances
of Jet Fuel in excess of what is allowed in ATA 103 and not reconciled or adequately explained
other tenants using the Fuel Farm during such previous year, based upon the percentage
ownership of the Jet Fuel in the Fuel Farm during the period. All gains and losses for which
Landlord is not responsible shall be determined monthly and shared proportionately by Tenant
withdrawn
from the Fuel Farm for the month in question.
(d) Notwithstanding anything herein to the contrary, any liability of Landlord for Jet
control shall be limited to the replacement value of such Jet Fuel, the cost of removing and
replacing such Jet Fuel, any costs of environmental remediation and fines or charges related to
removing and replacing such Jet Fuel, and all costs associated with tank cleaning and filter
replacements required due to contamination of such Jet Fuel.
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 41 of 50
(e) Landlord (or Fuel Services Company on its behalf) will maintain a perpetual
inventory of Tenant owned Jet Fuel and all other Jet Fuel inventory (by owner and withdrawal)
in the Fuel Farm and will reconcile such inventory on no less than a monthly basis and make
such inventory records and information available to Tenant upon reasonable notice.
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 42 of 50
EXHIBIT B-1
SITE PLAN
Lease Premises
Parts/Warehouse Bldg. #11
2050 Eagle Parkway
Fort Worth, TX 76177
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 43 of 50
EXHIBIT B-2
LEASED PREMISES
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 44 of 50
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 fro
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.
Generally, Landlord will be responsible for the maintenance, operation, and compliance
of the IWTF in a reasonable manner. More specifically, Landlord will be responsible for collecting
the uplift (wastewater) meter readings for the Base, including the 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
Wastewater Standards
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 45 of 50
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
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
transported to the IWTF, whether on behalf of Tenant, the Adjoining Tenants, or otherwise,
in the applicable monthly billing period.
Total IWTF Costs -of-pocket operating costs of
providing the Uplift Services in the applicable monthly billing period and shall include the
(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.
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 46 of 50
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 Leased 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, incl
Tenants 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,
request and begin to make changes necessary to make such adjustment within four (4) hours of
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 47 of 50
EXHIBIT F
CUP UTILITIES AND SERVICES FEES
CUP Fees
Tenant Compressed Air Fee, and the Capital Reserve Fee which are calculated as follows:
Tenant Steam Fee
Tenant Chilled Water Fee
creation from the Central Util
Tenant Compressed Air Fee
Capital Reserve Fee
Central Utility Plant + Total chilled water creation from the Central Utility Plant + Total
compressed air creation from the Central Utility Plant)] * $.02 per kwh utilized by the
Base
Where the capitalized terms not otherwise defined herein shall have the following meanings:
relevant utility (as determined by the sub-
Landlord Distributed Utilities) in the applicable monthly billing period. If a sub-meter is
not prese
Fees for Building #11, which shall be determined as follows: (Leased Premises Square
Feet / Building#11 Square Feet) x (CUP Fees for Building 11). Landlord shall use
reasonable efforts to operate and maintain the Central Utility Plant in a prudent manner
consistent with industry best practices (including prompt repair of leaks) and in order to
minimize waste steam.
-of-pocket operating
costs incurred in connection with the provision of the CUP Utilities in the applicable
ly to
the extent directly attributable to the provision of the CUP Utilities, administrative
overhead solely to the extent directly attributable to the operation of the Central Utility
Plant, costs of materials and maintenance costs of the Central Utility Plant, licensing costs
to the extent attributable to the Central Utility Plant, and other necessary costs incurred
in the normal course of providing the CUP Utilities. Total Operating Costs shall not
include capital costs or other costs that are reimbursed by insurance or other third-party
sources and shall be adjusted by any reimbursements, discounts, rebates, credits, or
refunds received by Landlord.
Landlord will expend all Capital Reserve Fees received on necessary capital repairs, replacement
or maintenance of the Central Utility Plant and for no other reason.
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 48 of 50
EXHIBIT G
COMMON AREA FEES
Common Area Fees
Leased Premises Square Feet divided by Base Square Feet
multiplied by Total Common Area Costs
Where the capitalized terms in this Exhibit G shall have the following meanings:
Leased Premises Square Feet Leased
Premises. It is agreed that the Leased Premises Square Feet is 42,139.
Base Square Feet
the Base. It is agreed that the Base Square Feet is 1,748,547.
Total Common Area Costs
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. An amount equal to any reimbursements, discounts, rebates, credits, and refunds to
which Landlord (or Management Company on its behalf or in connection with
incurring any such Total Common Area Costs) is entitled or receives from any third
party;
2. Any expenditures that are the responsibility of Landlord or Tenant under this Lease
or any Adjoining Tenant and that are attributable to the 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 Buildi
hangar);
3. Costs of capital improvements, replacements or equipment and any depreciation or
amortization expenses thereon, except to the extent (A) reasonably intended to
produce a reduction in Total Common Area Costs, (B) required by any laws
applicable to the Base after the date of the Lease, or for health or safety purposes, or
(C) for improvements to or replacements of any components of the Common Areas
(it being understood that such costs shall be amortized over the useful life of such
improvements, replacements and equipment);
4. Rentals for items (except when needed in connection with normal repairs and
maintenance of permanent systems) which if purchased, rather than rented, would
constitute a capital improvement excluded in clause (2) above;
5. Costs, including permit, license and inspection costs, incurred with respect to an
Adjoining Tenant or other occupants of the Base or incurred in renovating or
otherwise improving vacant space for or the premises of Adjoining Tenants or other
occupants of the Base;
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 49 of 50
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
such failure is reasonable under the circumstances;
8. The depreciation of any capital improvements on the Base except the Leased
Premises roof replacement depreciation; and
9. Any cost incurred due to the negligence or willful misconduct of Landlord, Tenant,
Management Company, Fuel Services Company or any Adjoining Tenant.
Proration. If for any reason other than the default of Tenant, this Lease terminates on a day
other than the last day of a calendar year, the amount of Common Area Fees payable 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.
Audit Rights. Tenant has the right, exercisable no more than once each Lease Year on
reasonable notice and at a time reasonably acceptable to Landlord, to cause an audit to be
performed by a certified public accountant, working on a non-contingency basis, at
Tenant's sole cost and expense of Landlord's operations and/or books and records
pertaining to Common Area Fees for the preceding calendar year. In the event Landlord
has overstated Common Area Fees by more than five percent (5%), and provided Tenant
is not in default hereunder, within thirty (30) days after demand therefore by Tenant
accompanied by Tenant's commercially sufficient verification of such overcharges and
paid invoices delivered and accepted by Landlord, Landlord will reimburse Tenant for all
overcharges.
FACILITIES LEASE AGREEMEMT GRIDIRON AIR, LLC
Page 50 of 50
EXHIBIT H
IMPROVEMENTS COMPLETED BY TENANT
Improvement Description: Cost: Vendor:
Mobilize material and equipment Concord Commercial Services
Cover to protect flooring and furnishing as
needed
Concord Commercial Services
Remove and dispose of carpet Concord Commercial Services
Remove and dispose of tile Concord Commercial Services
Remove and dispose of cove base Concord Commercial Services
Level flooring and cracks as needed Concord Commercial Services
Supply and install carpet all rooms Concord Commercial Services
Supply and install cove base Concord Commercial Services
Remove and replace ceiling tile 2x4 Concord Commercial Services
Repair countertops laminate and rotted wood Concord Commercial Services
Sheetrock repairs and stress cracks Concord Commercial Services
Remove and replace mini blinds 48x72 Concord Commercial Services
Convert lights to LED Concord Commercial Services
Clean HVAC vents Concord Commercial Services
Paint walls, trims, doors and frames Concord Commercial Services
Remove and dispose of protective covering Concord Commercial Services
Clean and remove any construction debris as
generated by this Contractor Concord Commercial Services
Total Improvement Costs $34,957.40
CITY COUNCIL AGENDA
Create New From This M�C
DATE: 4/9/2024 REFERENCE NO.: **M&C 24-0289 LOG NAME:
CODE: G TYPE: CONSENT PUBLIC
HEARING:
21 GRIDIRONAIR
NO
Fa�T �'4'URTI�
-��-
SUBJECT: (CD 10) Authorize the Execution of a Facilities Lease Agreement with Gridiron Air LLC For
Approximately 42,139 Square Feet of Industrial and Warehouse Space Located at
2050 Eagle Parkway, Fort Worth, Texas, 76177 Within a Portion of what is Known as the
Parts Building #11 at the Alliance Fort Worth Maintenance Facility
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a facilities lease agreement
with Gridiron Air LLC for approximately 42,139 square feet of industrial and warehouse space located
at 2050 Eagle Parkway, Fort Worth, Texas, 76177, within a portion of what is known as the Parts
Building #11 at the Alliance Fort Worth Maintenance Facility.
DISCUSSION:
Gridiron Air LLC (Gridiron) provides wide-body air transportation to its customers and has requested
use of approximately 42,139 square feet of space within the Parts Building #11 (Premises) at the
Alliance Fort Worth Maintenance Facility (AMF) to be used as industrial warehouse space for the
storage of airplane parts and materials for their local operations.
Gridiron is currently occupying the Premises under a month-to-month lease (City Secretary Number
60290) while a long-term lease is finalized.
As a result of negotiations between the City's Property Management Department (PMD), Hillwood
Properties (AMF property manager) and Gridiron, the parties have agreed to a lease agreement under
the following terms:
Primary lease term of 5 years.
One, five-year lease renewal option at then current market rate but not to exceed ten percent of
primary term rate.
Base Rent and Rent Credits for Tenant Improvements are as follows:
Year Months
1-4
1 5-12
2
3
4
1-12
1-12
1-12
Montly Rent
0
$8,778.96
$8,778.96
$8,778.96
$8,778.96
Annual Rent
$70,231.68
$105,347.52
$105,347.52
$105,347.52
Rent Credits
$35,115.84
�, 1 1 1
�, 1 1 1
;, 1 1 1
5 1-12 $8,778.96 $105,347.52 $0.00
Gridiron assumes all operating expenses for the premises during the term of the lease.
Improvements to the Premises being made by Gridiron, at their sole cost and expense, are
expected to be approximately $34,957.40.
As consideration for the improvements to the Premises, Gridiron will not pay rent during months 1
- 4 of the term, but will pay all operating expenses. The four (4) months of rent credits exceeds
the expected improvements to the Premises in the amount of $158.44. The cost of improvements
totals $34,957.40, whereas the City granted $35,115.84 in rent credits, resulting in a difference of
$158.44. This appreciation of improvements over time contributes to the enhanced value of the
rent credits, thereby accounting for the variance in the figures.
Base rent, rent credits, and operating expenses reflect Fair Market Value for comparable leases at
the AMF.
Total base rent revenues resulting from the five (5) year primary term contribute a total
of $491,621.76 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.
Fund Department I Account I Project I Program I Activity
ID ID
FROM
I Fund Department Account Project
� ID ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity
Budget
Year
Budget
Year
Dana Burghdoff (8018)
Ricardo Salazar (8379)
Reference # Amount
(Chartfield 2)
Reference # Amount
(Chartfield 2)
21GRIDIRONAIR FID TABLE 3.01.2024.XLSX (CFW Internal)
Gridiron Air LLC Form 1295.PDF (CFW Internal)
M&C Map 2050 Eagle Parkway_.pdf (CFW Internal)