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HomeMy WebLinkAboutContract 63573CSC No. 63573 FACILITIES LEASE AGREEMENT This Facilities Lease Agreement ("Lease") is made by and between the CITY OF FORT WORTH, a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, Valerie Washington ("Landlord"), and OMNI AIR INTERNATIONAL, LLC, a subsidiary of Air Transport Services Group, Incorporated, acting by and through its duly authorized Vice President of Finance, Shonda Fisher ("Tenant"). AGREEMENT: NOW THEREFORE, in consideration of the duties, covenants, and obligations under this Lease, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Lease the following terms shall have the meanings respectively indicated: "ADA" has the meaning set forth in Section 12.1. "Additional Rent" means all monetary obligations of Tenant to Landlord under the terms of this Lease, including, but not limited to, Base Rent, Fees, and amounts due and payable by Tenant under Section 9.4. "Adjoining Tenants" means other tenants of the Landlord Adjoining Property. "Affiliate" means any 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 designated entity or is under common control with the designated entity ("control", "controlled by" or "under common control with" each means the possession of, directly or indirectly, the power to direct or to cause the direction of the management and policies of an entity whether through the ownership of a substantial portion of the voting securities or equity or by contract or otherwise). "Airport" means Alliance Fort Worth Airport, located in Fort Worth, Texas. "Amended and Restated Declaration of Covenants and Restrictions" shall mean that certain Amended and Restated Declaration of Covenants and Restrictions, dated February 5, 2015, at 11:59:01 p.m., made by Alliance Airport Authority, Inc., ADL Development, L.P., and Hillwood/1358, Ltd., a Texas limited partnership, and recorded at Document Number 2015-12418 of the Real Property Records of Denton County, Texas. OFFICIAL RECORD "Apron" means the area of the Base used for aircraft parking. CITY SECRETARY FT. WORTH, TX Page 1 of 51 Omni Air International, LLC Facilities Lease Agreement "ATA Specification 103" has the meaning set forth in Exhibit A. "Base" means that certain land known as Alliance Fort Worth Maintenance Base, located adjacent to the Airport and including the Facility. "Base Rent" has the meaning set forth in Section 9.1. "C�a " has the meaning set forth in Section 8.1. "Capital Reserve Fee" has the meaning set forth in Exhibit F. "Casualty Date" has the meaning set forth in Section 14.6. "Central Utility Plant" has the meaning set forth in Section 7.1. "Chemical Tank" means any tank located in the three parts -clean areas. "Claims" has the meaning set forth in Section 16.1. "Common Area" means those areas of the Base designated for the common use by, and common benefit of, all tenants of the Base, including but not limited to the lands forming part of the Base and all facilities (including the parking lots and entrances thereto), systems, improvements, structures and equipment serving or benefiting the Base. "Common Area Fees" has the meaning set forth in Section 8.1. "Common Area Services" has the meaning set forth in Section 8.1. "CUP Fees" has the meaning set forth in Section 7.5. "CUP Services" has the meaning set forth in Section 7.4. "CUP Utilities" has the meaning set forth in Section 7.3. "CUP Utilities and Services" means, collectively, the CUP Utilities and the CUP Services. "Desiinated Fuel Supplier" means a third -parry jet fuel supplier authorized by Landlord to deliver fuel to the Fuel Farm. "Effective Date" has the meaning set forth in the last paragraph of this Lease. "Environmental Condition" has the meaning set forth in Section 10.4. "Environmental Laws" has the meaning set forth in Section 10.3. "Environmental Permits" means the environmental permits from Texas Commission on Environmental Quality for Tenant's intended operations at the Facility as deemed necessary by Texas Commission on Environmental Quality and applicable Environmental Laws. Page 2 of 51 Omni Air International, LLC Facilities Lease Agreement "Event of Default" has the meaning set forth in Section 17.1. "Facility" means the buildings on the Base, owned by Landlord, located within the fence, and labeled on the Site Plan as #11 (called the parts warehouse building), as #16 (called the structures building), and the Apron. "Fees" means, collectively, Capital Reserve Fee, CUP Fees, Uplift Fees, and Common Area Fees. "Force Maieure Event" has the meaning set forth in Section 18.19. "Fuel Farm" has the meaning set forth in Section 5.1. "Fuel Services Companv" means any person or entity with whom Landlord has entered into a written agreement at any time during the Term to perform and/or provide, at Landlord's expense, any duties, obligations or services to be performed and/or provided by Landlord as set forth in Article V. "Hazardous Materials" has the meaning set forth in Section 10.3. "Hazardous Material Liabilities" has the meaning set forth in Section 10.5. "Hazardous Waste Building" means Building 1 — "Industrial Waste Treatment" delineated on the Site Plan. "Holdover Base Rent" has the meaning set forth in Section 2.3. "Industrial Wastewater" has the meaning set forth in the Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. § 1251 et seq. "Improvements" means any alterations, addition, or improvements on, to or about the Leased Premises. "IWTF" has the meaning set forth in Section 6.1. "Jet Fuel" means aviation jet fuel that meets the quality, requirements, and specifications necessary to conduct Tenant's operations at the 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 Adioinin2 Proberty" means the Base, excluding the Facility. "Landlord Distributed Utilities" has the meaning set forth in Section 4.2(a). "Landlord Hazardous Material Liabilities" has the meaning set forth in Section 10.4. Page 3 of 51 Omni Air International, LLC Facilities Lease Agreement "Landlord's Permitted Personnel" means those authorized employees of Landlord or Management Company that shall be permitted access to the Leased Premises, which employees shall be designated in advance in a separate written list submitted by Landlord or Management Company to Tenant. "Leased Premises" means the portion of the Facility that is leased to Tenant pursuant to this Lease, containing approximately 71,220 square feet and six (6) aircraft parking spaces as more specifically described in Exhibit B-2. "Liens" has the meaning set forth in Section 12.7. "Lift Station" means the industrial waste lift stations located on the Base, and all pipes connecting the IWTF to such lift stations. The Lift Station shall be considered part of the IWTF. "Management Companv" means any person or entity with whom Landlord has entered into a 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. "Offset Limit" has the meaning set forth in Section 17.5. "Permitted Absence" has the meaning set forth in Section 17.1(c). "Plans" has the meaning set forth in Section 12.3. "Primary Term" has the meaning set forth in Section 2.1(a). "Release" has the meaning set forth in Section 10.4. "Renewal Term" has the meaning set forth in Section 2.1(b). "Rules and Regulations" has the meaning set forth in Section 10.2. "Site Plan" means that site plan attached hereto as Exhibit B-1. "Tenant's Notice" has the meaning set forth in Section 14.6. "Tenant's Share" has the meaning set forth in Exhibit F. "Tenant Fuel Storage" has the meaning set forth in Section 5.2(b). "Term" has the meaning set forth in Section 2.1(a).. "Total Base Sauare Feet" has the meaning set forth in Exhibit G. "Total Common Area Costs" has the meaning set forth in Exhibit G. "Uplift Fees" has the meaning set forth in Section 6.4. Page 4 of 51 Omni Air International, LLC Facilities Lease Agreement "Uplift Services" has the meaning set forth in Section 6.2. "Utility Costs" has the meaning set forth in Section 4.3. "Wastewater Standards" has the meaning set forth in Exhibit C. ARTICLE II DEMISE; TERM 2.1 Lease of Leased Premises. (a) Term. Landlord and Tenant agree that the Lease shall commence on the Effective Date and continue until May 31, 2030 (the "Primary Term"), unless earlier terminated as provided herein: (i) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Leased Premises containing a total of approximately 71,220 square feet of space located within the Facility as follows: approximately 17,465 square feet within building #11 (designated as the parts warehouse building) located at 2050 Eagle Parkway, Fort Worth Texas, 76177; approximately 53,436 square feet within building #16 (designated as the structures building) located at 2070 Eagle Parkway, Fort Worth, Texas 76177; approximately 319 square feet within a building located on the Apron; and six (6) aircraft parking spaces located on the Apron, as more specifically described in Exhibit B-2, and (ii) Landlord hereby grants to Tenant the non-exclusive use and associated rights with respect to the Common Area, Central Utility Plant, the Fuel Farm and the IWTF as further provided herein; and (iii) Landlord shall distribute the Landlord Distributed Utilities and perform the obligations of Landlord as set forth in Article IV, and (iv) Landlord shall perform all of its obligations and provide all services required to be performed and provided hereunder, including, without limitation, the Uplift Services as set forth in Article VI, and the CUP Utilities and Services set forth in Article VII, and 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 Term. Tenant shall have the right and option to renew the Primary Term for an additional period of three (3) years (the "Renewal Term") to commence immediately following expiration of the Primary Term if Tenant fully complies with Section 2.1(d) and with Landlord approval. Landlord's approval of the Renewal Term is contingent upon the following: (i) There is not then an Event of Default by Tenant beyond any applicable notice and cure period provided for herein at the time Tenant provides notice of its intention to renew; Page 5 of 51 Omni Air International, LLC Facilities Lease Agreement (ii) No event has occurred that upon notice or the passage of time would constitute an Event of Default; and (iii) Tenant is occupying the Leased Premises and is in compliance with all terms and conditions of this Lease including Section 2.1(d). Following the expiration of the Renewal Term, Tenant shall have no further right or option to renew the Lease unless otherwise agreed to by the parties. (c) Renewal Term Base Rent. The Base rent during the Renewal Term shall be based upon the then -current, fair market value and shall increase at the beginning of each year of the Renewal Term. The Renewal Term Base Rent shall be negotiated in good faith, and in the event the parties cannot reach an agreement, then the fair market rent rate shall be determined as follows: Landlord and Tenant shall each appoint an independent real estate appraiser with an MAI designation, 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. (d) Renewal Term Notice. Tenant shall notify Landlord of either its exercise or decline of the Renewal Term by giving Landlord written notice at least thirty (30) days prior to the expiration of the Primary Term. If Tenant fails to provide Landlord with its notice within the thirty (30) day period, then Tenant forfeits its option to renew the Lease. 2.2 Surrender of Leased Premises. 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 Tenant's expense, all of its personal property from the Leased Premises, leaving the Leased Premises in substantially similar condition and repair as on the Effective Date, ordinary wear and tear and casualty damage 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, machinery, 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 Landlord's reasonable satisfaction at Tenant's cost. Tenant shall remove all of Tenant's personal property from the Leased Premises on or before the expiration of the Term of this Lease or, in the event of any early termination, on or before the later of (i) the effective date of termination or (ii) such date that is ninety (90) days following the date of notice or event which Page 6 of 51 Omni Air International, LLC Facilities Lease Agreement 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. With the exception of aircraft and aircraft engines, any of Tenant's personal property not removed from the Leased Premises on or before the date required in the immediately preceding sentence shall, at Landlord's option and upon ten (10) business 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 removal within ten (10) days after Tenant's receipt of an invoice therefor with appropriate supporting documentation. This provision shall survive any termination of this Lease. 2.3 Holding Over. Should Tenant remain in possession of the Leased Premises (or any portion thereof) after the expiration or earlier termination of this Lease, Tenant shall become a tenant at sufferance and shall be liable to pay rent at the rate of one hundred fifty percent (150%) of Base Rent (the "Holdover 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 AND ACCESS 3.1 Use. Tenant may use the Leased Premises for the purposes of operating charter airline services and testing, maintaining, and repairing aircraft and aircraft engines, including associated and related activities such as general office, storage of aircraft and aircraft materials, aircraft and ground equipment repairs, control room, data operations warehouse, and preparation shop, and for such other purposes that are not in conflict with the Amended and Restated Declaration of Covenants and Restrictions or any other requirements of this Lease. Any use other than the uses allowable under this Section 3.1 must be approved in writing by Landlord prior to such use, which approval shall not be unreasonably withheld, conditioned or delayed. 3.2 Access. (a) Landlord shall maintain, continuously and without interruption, perimeter fencing around the Base, which operational controls shall be maintained from within the CUP. Tenant and Tenant's employees, contractors, and subcontracts shall have access to the Leased Premises at all times twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days per year, including all holidays. Tenant, at Tenant's sole cost and expense, may secure entrance access into the Leased Premises, but shall not allow any security measures that would limit or deny ingress or egress to any other tenant of the Leased Premises, nor to either vehicular or pedestrian, up to or around the exterior of the Facility at any location. Landlord, Landlord's Permitted Personnel, and Landlord's agents, consultants, and contractors shall have the right to enter the Leased Premises, including all secured access areas of the Leased Premises, during normal business hours and upon 24 hours' advance notice to Tenant, for the purpose of inspecting Page 7 of 51 Omni Air International, LLC Facilities Lease Agreement 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. (b) Tenant shall have the right to access the Airport upon approval by Landlord's airport management company, Alliance Air Services ("AAS"). 3.3 Parkins. Tenant and Tenant's employees and invitees shall have the right to use available parking spaces that are adjacent to the Facility and Landlord shall ensure that Tenant has no less than fifty-six (56) parking spaces available for use. The location and allocation of any parking spaces will be provided to Tenant by the Management Company upon Tenant's written request to the Management Company. Landlord will operate, repair and maintain the 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). 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. Nothing contained herein shall obligate Tenant to be responsible for the removal of any trash or provision of extermination services resulting from the conduct of Landlord or other tenants or agents of Landlord. 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 Landlord's written consent, which shall not unreasonably be withheld, conditioned or delayed, Tenant may contract directly with and shall be responsible for the direct payment to the applicable utility provider for such utilities. 4.2 Utilities to be Procured and Distributed by Landlord. (a) Landlord's Obligation. During the Term, Landlord agrees to procure on behalf of the entire Base and redistribute to the Leased Premises the following utilities (the "Landlord Distributed Utilities"): (i) Electric current for lighting and operation of equipment or machines requiring electrical consumption. Page 8 of 51 Omni Air International, LLC Facilities Lease Agreement (ii) Domestic water for lavatory, toilet and other purposes. (iii) Outgoing effluent from non -industrial sources including, but not limited to, lavatory sinks, hand washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets. (iv) Natural gas, subject to Tenant's right to extend infrastructure for natural gas to the 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 in the case of effluent) by Landlord at Landlord's expense; provided, however, that in the event that new infrastructure or conduit is necessary to provide a utility service that is not currently provided to the Leased Premises, e.g., natural gas, Tenant shall have the right, but not the obligation, at its sole cost and expense to extend the necessary infrastructure to the Leased Premises, subject to the written approval of Landlord of the location of and construction plans for such infrastructure, such approval not to be unreasonably withheld, conditioned or delayed. The Landlord Distributed Utilities will be furnished as provided above on a continuous basis twenty-four (24) hours per day, seven (7) days per week, and three hundred sixty-five (365) days per year, including all holidays, except for (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 -parry 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, in arrears. For purposes of this provision, "Utility Costs" means (i) the total actual charges of the third -party utility provider of each of such Landlord Distributed Utilities that are charged to Landlord (or Management Company on behalf of Landlord) for the purchase of each of such Landlord Distributed Utilities in the applicable monthly billing period multiplied by (ii) (a) Tenant's usage of each of such Landlord Distributed Utilities (as determined by the sub -meter that measures Tenant's usage of such Landlord Distributed Utilities) during the same monthly period divided by (b) the total of such Landlord Distributed Utilities furnished to the Base during the same monthly period. Utility Costs shall include any applicable distribution charges, taxes, or other fees lawfully charged by the third -party provider of such Landlord Distributed Utilities or any governmental authority. 4.4 Management Companv. The parties acknowledge that the provision of Landlord Distributed Utilities herein may be subcontracted to and performed on behalf of Landlord by Page 9 of 51 Omni Air International, LLC Facilities Lease Agreement Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law in regard to the provision of such Landlord Distributed Utilities. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article IV. ARTICLE V FUEL FARM; JET FUEL 5.1 Fuel Farm. Landlord owns an aviation jet fuel farm facility at the Base, as delineated on the Site Plan ("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. and (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. 5.3 Fuel Services Comnanv. The parties acknowledge that the Fuel Farm may be managed, maintained, and operated by Fuel Services Company so long as Fuel Services Company is properly authorized to and holds such licenses and permits as required by applicable law in regard to the operation of the Fuel Farm and otherwise complies with the provisions of this Article V, and other provisions of this Lease applicable to the Fuel Farm and Fuel Services Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article V. 5.4 Continuous Service. The Fuel Farm Services will be made available by Landlord at the levels provided herein on a continuous basis, as needed twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, in support of Tenant's operation 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 Page 10 of 51 Omni Air International, LLC Facilities Lease Agreement 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 Facilitv. The parties acknowledge that Landlord will operate the existing industrial waste treatment facility at the Base and in support of the Leased Premises as delineated on the Site Plan (the "IWTF"). Landlord will maintain at its sole cost and expense the IWTF in good working order. If Landlord determines that the configuration or functionality of the IWTF is required to be modified or altered, then prior to making such modification or alteration, Landlord shall provide Tenant written notice of such determination and consult with 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 modification or alteration adversely affect Tenant's use and operation of the Leased Premises. 6.2 Landlord Obligations. Landlord shall, at its expense, provide certain industrial wastewater services (the "Uplift Services") in support of Tenant's operation of the Leased Premises as more specifically delineated in Exhibit C attached hereto. The Uplift Services shall be provided by Landlord in accordance with this Lease at a level that is sufficient to satisfy Tenant's reasonable operational requirements at the Leased Premises. All Uplift Services will be furnished by Landlord at Landlord's cost (subject to payment by Tenant of the Uplift Fees as provided in Section 6.4 and as set forth in Article X). 6.3 Maintenance, Permits, and Licensing. Landlord shall, at its expense, comply with the standards, requirements, and obligations with respect to the IWTF and Uplift Services as specifically delineated in Exhibit C. 6.4 Uplift Fees. In consideration of the Uplift Services, Tenant shall pay to Landlord the Uplift Services fees (the "Uplift Fees") in the amounts specified in Exhibit D. Uplift Fees shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor. Payment shall be submitted to such account and payable to Landlord or such party as Landlord (or Management Company pursuant to written authorization to act on Landlord's behalf) shall designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 6.5 Management Companv. The parties acknowledge that the IWTF may be managed, maintained and operated by, and the obligations with respect to the Uplift Services required of Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management Company so long as Management Company is properly authorized to and holds such license and permits as required by applicable law, if any, in regard to the operation of the IWTF and performance of the Uplift Services and otherwise complies with the provisions of this Article VI and other provisions of this Lease applicable to the IWTF, the Uplift Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VI. Page 11 of 51 Omni Air International, LLC Facilities Lease Agreement 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") and that Tenant shall utilize the Central Utility 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 change in Tenant's operations at the Leased Premises. If Landlord determines that the configuration or functionality of the Central Utility Plant is required to be modified or altered, then, 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 event shall any such modification or alteration adversely affect Tenant's use and operation of the Leased Premises. 7.2 Landlord Obligations. During the Term, Landlord shall, at its expense, do all of the following: (i) operate, maintain, insure and keep in good repair and operating condition the Central Utility Plant, (ii) operate and maintain the Central Utility Plant in accordance with all applicable permits, certificates, licenses and all applicable laws and operate and maintain the Central Utility Plant in accordance with reasonable industry standards, (iii) apply for and obtain and keep in full force and effect all permits, certifications, and licenses necessary or advisable to lawfully operate and maintain the Central Utility Plant in compliance with applicable 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 Tenant's reasonable operational requirements at the Leased Premises. The CUP Utilities and Services will be provided by Landlord to Tenant at the levels provided herein on a continuous basis, as needed twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, in support of Tenant's operation of the Leased Premises, except for (v) cleaning, maintenance, and repair pursuant to an established schedule developed in consultation with Tenant (with a view to minimizing disruption of Tenant operations) and delivered to Tenant no less than five (5) days in advance, (vi) interruptions in CUP Utilities and Services that are the result of unscheduled maintenance or repairs resulting from accidents, emergency situations, or other occurrences beyond the reasonable control of Landlord and Management Company, in which case no prior notice of interruption to Tenant is required (however, Landlord shall use good faith efforts to give such notice where and as promptly as possible), and (vii) interruptions in CUP Utilities and Services caused by the sole negligence or willful misconduct of Tenant, or any of Tenant's agents, employees, subtenants, or contractors. Page 12 of 51 Omni Air International, LLC Facilities Lease Agreement 7.3 CUP Utilities. All CUP Utilities will be furnished by Landlord at Landlord's cost (subject to payment by Tenant of the CUP Utility Fees as provided in Section 7.5 and as set forth in Article IX) and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit E hereto. "CUP Utilities" means the following utilities: (a) Steam; (b) Compressed Air; and (c) Chilled Water. 7.4 CUP Services. All CUP Services will be furnished by Landlord at Landlord's cost and performed by Landlord in accordance with the requirements more specifically set forth in Exhibit E hereto. "CUP Services" means the following services to be provided by Landlord in support of and as necessary for Tenant's use and operation of the Leased Premises: (a) Fire Monitoring and Protection Services; 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 but not HVAC systems). 7.5 CUP Fees. In consideration of the CUP Utilities and CUP Services, Tenant shall pay the fees specified in Exhibit F ("CUP Fees") (subject to Section 9.2 below). CUP Fees shall be invoiced by Landlord to Tenant monthly, in arrears. Payments shall be due and payable by Tenant within thirty (30) days after receipt of an invoice therefor. Payment shall be submitted to such account and payable to Landlord or such party as Landlord (or Management Company pursuant to written authorization to act on Landlord's behalf) shall designate in writing from time to time prior to payment by Tenant. Tenant shall be entitled, at Tenant's discretion, to make any such payments in one or more lump sum(s). 7.6 Management Companv. The parties acknowledge that the Central Utility Plant may be managed, maintained, and operated by, and the associated obligations with respect to the CUP Utilities and Services required of Landlord herein may be subcontracted to and performed on behalf of Landlord by, Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law, if any, in regard to the operation of the Central Utility Plant and performance of the CUP Utilities and Services and otherwise complies with the provisions of this Article VII and other provisions of this Lease applicable to the Central Utility Plant, the CUP Utilities and Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VII. ARTICLE VIII COMMON AREA SERVICES 8.1 Common Area Services. Landlord agrees to operate, repair, and maintain the Common Area of the Base consistent with standard industry practices pertaining to the current use of the Page 13 of 51 Omni Air International, LLC Facilities Lease Agreement Base (the "Common Area Services"). In consideration of the Common Area Services, Tenant shall pay to Landlord the Common Area Services fees (the "Common Area Fees") in the amounts specified in Exhibit G. Notwithstanding anything herein to the contrary, the Common Area Fees shall not exceed the Cap for each year of the Lease. As used herein, the "Ca " shall mean an increase of no greater than five percent (5%) per year in the controllable Common Area Fees, which shall mean expenses other than real estate taxes, the cost of all insurance relating to the Leased Premises, and the cost of all utilities that are included as a Common Area Fee. 8.2 Management Companv. The parties acknowledge that the associated obligations with respect to the Common Area Services may be subcontracted to and performed on behalf of Landlord by Management Company so long as Management Company is properly authorized to and holds such licenses and permits as required by applicable law, if any, in regard to the operation of the Common Area and performance of the obligations set forth in this Article VIII and other provisions of this Lease applicable to the Common Area Services and Management Company. Notwithstanding the foregoing, Landlord shall remain fully and primarily liable and responsible for all of the obligations of Landlord set forth in this Article VIII. ARTICLE IX RENT, FEES, AND CREDITS 9.1 Base Rent. Tenant agrees to pay "Base Rent" to Landlord, without demand or notice, in the following amounts (prorated on a per diem basis for any partial month) which are based upon 71,220 square feet: PERIOD RENT RATE ANNUAL BASE MONTHLY BASE RENT RENT Months 01 - 12 $1.65 $117,513.00 $9,792.75 Months 13 - 24 $1.85 $131,757.00 $10,979.75 Months 25 - 36 $2.05 $146,001.00 $12,166.75 Months 37 - 48 $2.35 $167,367.00 $13,947.25 Months 49 — 60 $2.60 $185,172.00 $15,431.00 9.2 Aircraft Parking Fees. Tenant agrees to pay "Aircraft Parking Fees" to Landlord, without demand or notice, in the following amounts (prorated on a per diem basis for any partial month) which are based upon six (6) aircraft parking spaces: Page 14 of 51 Omni Air International, LLC Facilities Lease Agreement PERIOD ANNUAL PARKING RENT Months 01 - 12 $ l 62,000.00 Months 13 - 24 $166,860.00 Months 25 - 36 $171,865.80 Months 37 - 48 $177,021.72 MONTHLY PARKING RENT $13,500.00 $13,905.00 $14,322.15 $14,751.81 Months 49 - 60 $182,332.32 $15,194.36 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 Pavment. (a) Base Rent and Aircraft Parking Fees 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 of ten percent (10%) of the amount due will be assessed if Base Rent or Aircraft Parking Fees are not received by the Landlord on or before the fifth (5th) day of the month. If Base Rent or Aircraft Parking Fees remain unpaid after thirty (30) days, then interest charges will accrue pursuant to Section 18.2. (b) 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 ten percent (10%) of the operating expense amount due will be assessed if payment is not received by the Landlord on or before thirty (30) 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's use and operation of the Leased Premises, 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 Page 15 of 51 Omni Air International, LLC Facilities Lease Agreement TAXES, CHARGES, AND ASSESSMENTS. Tenant may, in good faith at its own expense (and in its own name) contest any such taxes, charges, and assessments and must pay the contested amount, plus any penalties and interest imposed, if and when finally determined to be due. Tenant's failure to discharge any such tax, charge, or assessment when finally due within ten (10) days after the date Landlord provides written notice to Tenant shall constitute an Event of Default hereunder. However, Tenant's financial obligation to Landlord to liquidate and discharge such tax, charge, or 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 until the expiration of one (1) year after the expiration or termination of this Lease to conduct such inspections and review and audit any and all relevant documentation of or relied upon by Landlord, Management Company, or Fuel Services Company relating to the incurring and provision of any service provided for in this Lease and computation of any such cost or fee set forth in an invoice for such service. Notwithstanding any exercise by Tenant of its audit rights, Tenant shall pay the invoice subject to reimbursement as provided below. (b) Services Review and Inspection. Upon reasonable notice to Landlord, Tenant shall also have access to (i) the Fuel Farm and all associated records, (ii) the IWTF and all associated records, (iii) 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 9.6(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 Tenant's auditor. If the written audit report proves that the aggregate rent, costs, or Fees were overstated by Landlord by more than five percent (5%) of the actual rent, costs, or Fees that were due to Landlord pursuant to this Lease for the applicable period so audited, then Landlord will pay to Tenant, upon demand, the amount that the audit determined was overcharged by Landlord if such amounts were already paid by Tenant. (d) Landlord Audit Right. Tenant agrees that Landlord shall, until the expiration of three (3) years after the expiration or termination of this Lease, have access to and the right to examine any directly pertinent books, documents, papers and records of Tenant which are required to evaluate the compliance with terms of this Lease (but excluding any privileged and confidential attorney/client communications or work product, including communications with, or reports or documents produced by or directed to Tenant's attorneys). Tenant agrees that, upon at least five (5) business days prior written notice to Tenant, Landlord shall have reasonable access during normal working hours to all necessary Tenant facilities required for such examination and, if available, shall be provided adequate and appropriate workspace to conduct examination in compliance with the provisions of this Section 9.6(d). Landlord shall be responsible for all reasonable costs and expenses associated with any such examination or audit. Landlord shall not Page 16 of 51 Omni Air International, LLC Facilities Lease Agreement interfere with Tenant's normal business operations and shall comply with all of Tenant's security and safety procedures at its facilities. To the extent permitted by applicable law, Landlord shall maintain as strictly confidential and shall cause its representatives conducting any such examination to execute in favor of Tenant a confidentiality agreement (in form prepared by Tenant which shall be subject to all applicable laws) regarding all information examined, the results of any such examination, and the resolution of any disputed issues arising in connection with such examination. ARTICLE X COMPLIANCE WITH LAW; ENVIRONMENTAL 10.1 Environmental Permits. Tenant shall obtain all necessary Environmental Permits and shall diligently pursue approval of the Environmental Permits until the Environmental Permits are approved or denied. Tenant shall not perform any operations for which Environmental Permits are required prior to receipt of the Environmental Permits. 10.2 Compliance with Rules and Regulations. Throughout the Term, Tenant shall (i) comply or cause compliance with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and requirements of duly constituted public authorities that are applicable to Tenant's use and occupancy of the Leased Premises (the "Rules and Regulations"), (ii) comply with all environmental permits, governmental orders and compliance plans and all laws, orders, rules, regulations, permits and requirements of duly constituted public authorities that are applicable to Tenant in regard to Tenant's use of the IWTF, the Central Utility Plant, and the Fuel Farm pursuant to this Lease, solely to the extent such use by Tenant requires Tenant to so comply, and (iii) timely submit to the appropriate public authorities (with a copy to Landlord) all environmental notifications, forms, reports and permit applications, alterations, modifications or renewals required in connection with Tenant's use or occupancy of the 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. Subject to Landlord's obligations with respect to the IWTF and 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 (at Tenant's cost) pursuant to the terms and provisions of and in compliance with all Rules and Page 17 of 51 Omni Air International, LLC Facilities Lease Agreement Regulations, including all Environmental Laws. For purposes of this Article, "Hazardous Materials" shall include, but not be limited to, any petroleum -based products, substances or wastes, including any additives associated therewith, pesticides, paints, solvents, polychlorinated biphenyl, lead, cyanide, DDT, acids, explosives and any other substance or material defined or designated as a hazardous or toxic substance, hazardous waste, hazardous material, pollutant, or other similar term, by any federal or state environmental statute, law, permit, rule or regulation, applicable to the Leased Premises presently in effect or that may be promulgated in the future, as such statutes, laws, rules, regulations and permits may be amended from time to time pertaining to protection of the environment and preventing pollution (collectively, "Environmental Laws") including (but not limited to) the following statutes and any applicable state or local equivalent(s): Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 40 U.S.C. § 9601 et seq., Clean Air Act, 42 U.S.C. § 7401 et seq., Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. § 1251 et seq., Federal Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7 U.S.C. § 136 et seq., Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq. 10.4 Environmental Procedures and Remediation. Subject to Landlord's obligations and responsibilities with respect to the IWTF, the Uplift Services, 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 contains such constituents or characteristics as would (y) cause a violation of any of Landlord's industrial and sanitary wastewater discharge permits, as applicable, or (z) cause a pass through or interference at the City of Fort Worth's Publicly Owned Treatment Works or at the IWTF, as applicable. Tenant shall not, and its employees, agents, contractors, guests, and invitees shall not Release or cause the Release of any Hazardous Material into or onto the environment or the Leased Premises, including but not limited to, the air, surface or subsurface soil or water such that it causes an Environmental Condition or violates the Rules and Regulations. In the event of such a Release 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 and diligently undertake and complete to Landlord's reasonable satisfaction the remediation of any Page 18 of 51 Omni Air International, LLC Facilities Lease Agreement Hazardous Material at or originating from the Leased Premises or Base arising out of Tenant's operations at the Leased Premises, the presence of which constitutes an Environmental Condition or otherwise violates an applicable Environmental Law or the Rules and Regulations. Remediation, if required, shall be conducted in a timely and professional manner, by the responsible parry's environmental consultant, consistent with standard industry practices pertaining to the current use of the property, to those levels accepted by all then applicable Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment (without the use of engineering or institutional controls other than restrictions on the residential use of the property and use of groundwater, unless such controls are approved by Landlord, and, if such restrictions affect Tenant operations at the Leased Premises, Tenant) or as may otherwise be required by the governmental authority exercising jurisdiction over the remediation. Subject to privileged attorney -client communications and work product, the party performing the remediation and investigation shall provide to the other party, at no cost, copies of all final studies, reports and sample analysis and results (including quality assurance data), including submittals to and formal correspondence with any governmental authority, related to the investigation and remediation of the Environmental Condition promptly upon receipt of request for such information. Landlord shall provide Tenant with a minimum of seven (7) days written notice, except when responding to an emergency in which case no prior notice shall be required, prior to any sampling event or remediation activity. Tenant shall be responsible for and pay for the costs and expenses of such investigation and remediation of any Hazardous Material at or migrating from the Leased Premises or Base and proven to be arising out of Tenant's operations at the Leased Premises. Notwithstanding the forgoing or anything else in this Lease to the contrary, to the extent any Environmental Condition, Release or violation of any Environmental Law relates to (i) Adjoining Tenant's and/or a previous tenant's or occupant's (other than Tenant's) activities or operations, including without limitation, ownership or operation of the Leased Premises or any Landlord Adjoining Property, (ii) a Release occurring prior to the Effective Date of this Lease 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 below), (v) any Environmental Condition that is in violation of Landlord's representations, warranties and/or covenants under this Lease, or (vi) any Release related to the operation of the Fuel Farm or the acts or omissions of Landlord, Management Company, Fuel Services Company or their respective officers, employees, or agents (collectively, "Landlord Hazardous Material Liabilities"), Tenant shall have no responsibility whatsoever for any such Landlord Hazardous Material Liabilities. Landlord hereby forever releases and discharges Tenant and its officers, directors, partners, employees, agents and contractors from any responsibility whatsoever for any Landlord Hazardous Material Liabilities. As used herein, the term "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any substance into the environment for which Release is regulated under or violates any Environmental Laws. As used herein, the term "Environmental Condition" means the presence of any Hazardous Material in the environment, air, surface or subsurface soil, or ground water at a level exceeding applicable Rules and Regulations, including Environmental Page 19 of 51 Omni Air International, LLC Facilities Lease Agreement 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 ATTORNEY'S FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES, WHICH ARISE DURING OR AFTER THE TERM, OR IN CONNECTION WITH A VIOLATION OF THE RULES AND REGULATIONS, OR THE PRESENCE OF HAZARDOUS MATERIALS IN THE ENVIRONMENT, THE AIR, SOIL, GROUNDWATER, OR SOIL VAPOR, INCLUDING BUT NOT LIMITED TO LAND ON OR UNDER THE FACILITY OR ADJACENT PORTIONS OF THE BASE, OR IN ENFORCING THE PROVISIONS OF THIS SECTION TO THE EXTENT CAUSED BY TENANT, ITS EMPLOYEES, AGENTS, CONTRACTORS, GUESTS, OR INVITEES, OR BY TENANT'S OPERATION OR OCCUPANCY OF THE FACILITY DURING THE TERM OF THIS LEASE (COLLECTIVELY, "HAZARDOUS MATERIAL LIABILITIES"). Specifically excluded from the foregoing indemnification obligation of Tenant are the Landlord Hazardous Material Liabilities. Without limiting the generality of the foregoing, this indemnification shall survive the expiration of this Lease and does specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of the presence of Hazardous Materials in the environment, air, soil, groundwater or soil vapor on or under the Leased Premises to the extent directly caused by Tenant, its employees, agents, contractors, guests, or invitees, or Tenant's operation or occupancy of the Leased Premises during the Term of this Lease or migrating to Landlord's Adjoining Property and any location where such Hazardous Materials from Tenant, its employees, agents, contractors, guests, or invitees, or Tenant's operation or occupancy of the 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 SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEY'S FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES INCURRED IN CONNECTION WITH THE LANDLORD HAZARDOUS MATERIAL LIABILITIES SHALL BE PART OF THE LANDLORD HAZARDOUS MATERIAL LIABILITIES. 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 12.5, `Environmental Page 20 of 51 Omni Air International, LLC Facilities Lease Agreement Protection and Compliance," of the Code of the City of Fort Worth), nor any of its obligations or contracts with other governmental entities as they relate to protection of the environment, including contracts with the Texas Commission on Environmental Quality. 10.8 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 TENANT ACCEPTS THE LEASED PREMISES IN ITS CONDITION ON THE EFFECTIVE DATE, AND SUBJECT TO ALL RISKS, IF ANY, RESULTING FROM ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS THEREIN, EXCEPT AS ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS MAY RELATE TO THOSE OBLIGATIONS THAT LANDLORD HAS ASSUMED HEREIN TENANT ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED PREMISES. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, TITLE, DESIGN, OPERATION, OR FITNESS FOR USE OR SUITABILITY OF THE LEASED PREMISES IN ANY RESPECT WHATSOEVER, AND TENANT IS LEASING THE LEASED PREMISES "AS IS, WHERE IS AND WITH ALL FAULTS". EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT IS NOT RELYING ON ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING: (I) THE NATURE AND PHYSICAL CONDITION OF THE LEASED PREMISES AND THE SUITABILITY THEREOF AND OF THE LEASED PREMISES FOR ANY AND ALL ACTIVITIES AND USES TENANT MAY ELECT TO CONDUCT THEREON; AND (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 REGULATIONS. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD MAKES NO, AND TENANT WAIVES AND RELEASES LANDLORD FROM ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO TENANT. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT SPECIFICALLY UNDERSTANDS THAT ANY INFORMATION PROVIDED BY LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS IS SUBJECT TO TENANT'S VERIFICATION AND, NOTWITHSTANDING TENANT'S FAILURE TO SO Page 21 of 51 Omni Air International, LLC Facilities Lease Agreement 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. 11.1 Tenant's Maintenance and Repair Obligations. (a) Maintenance. During the Term, except as expressly provided below and for those aspects and parts to be maintained and repaired by Landlord as provided in Section 11.2, 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. (b) Tenant's Removal of Improvements. If Tenant demolishes or removes any improvements pursuant to the terms of this Lease, Tenant must also clear that portion of the Leased Premises upon which the demolished building or improvement was located, remove all demolition debris, disconnect and stub up all utilities that served the building or other improvement, and satisfy any reasonable requirements of the Landlord necessary to control erosion on the site, including but not limited to planting grass or other groundcover in the cleared area. In the event of a total loss of the Leased Premises or damage to the Leased Premises, the provisions of Article XIV shall apply. 11.2 Landlord's Maintenance and Repair Obligations. It is understood and agreed that Landlord shall have no obligation to repair, replace, or maintain all or any portion of the 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 (including fire suppression and life safety systems), provided that the cost of such repair and maintenance shall be passed through to Tenant as a Common Area Expense, except when necessary due to the negligence or willful misconduct of Landlord, Management Company, Fuel Services Company or Landlord's, Management Company's or Fuel Services Company's agents or employees, contractors, tenants or invitees; (c) all piping up to any applicable meter or submeter at or on the Leased Premises; and (d) any metering and submetering equipment for utilities to the Leased Premises. Landlord shall not be obligated to make any repairs, maintenance, or replacement if such repair, replacement and/or maintenance is required due to the sole 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. Page 22 of 51 Omni Air International, LLC Facilities Lease Agreement 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 comply with the American with Disabilities Act of 1990, as amended ("ADA"), which Tenant acknowledges may be required in the event of any other significant Improvements. 12.2 Improvements by Tenant. (a) All Improvements completed by Tenant 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. (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 may agree to Tenant's reasonable request for removal of any Improvements and upon Landlord's approval to remove an Improvement, Tenant will complete all repairs related to the removal of such Improvement. 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 estimates for the costs of the proposed work ("Plans") in writing and also requests and receives in writing approval from the Landlord for same, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall have thirty (30) days from the date of submission of all required documentation to approve or disapprove Tenant's request to perform Improvements, and if approval is granted, Landlord shall specify in writing whether Tenant will be required to remove the Improvements and restore the 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 (30) day period, Landlord expressly denies such request in writing (Landlord's approval shall not be unreasonably withheld, conditioned or delayed). Tenant's plans for construction for any Page 23 of 51 Omni Air International, LLC Facilities Lease Agreement 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 Landlord's prior written consent. All plans, specifications, and work associated with any Improvement shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the Plans are presented for review, and the Improvements shall be constructed and maintained in compliance with Landlord's health, safety, and environmental processes, rules, and policies for the Leased Premises. Landlord shall have the right to inspect all work pursuant to its usual construction inspection procedures. The approval by Landlord of any plans or specifications shall not constitute approval of the architectural or engineering design, and Landlord, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. Insofar as Improvements are concerned, Tenant's surrender obligation under Section 2.2 shall be satisfied by Tenant's compliance with this Section 12.3. 12.4 Work. Tenant is responsible with obtaining necessary permits for the Improvements, provided that this agreement shall not constitute a waiver or alteration of the City of Fort Worth's processes and requirements for permits as the permitting authority. Tenant shall work diligently toward completion of, and shall complete, any started Improvements, all substantially in accordance with the approved plan specifications and using contractors reasonably acceptable to Landlord. Any of Landlord's 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. 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 Page 24 of 51 Omni Air International, LLC Facilities Lease Agreement 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 must comply with Landlord's then -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) without Landlord's prior written consent. 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 (collectively, "Liens"), upon the Leased Premises, or any part thereof, and that it will promptly satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, and in any event within thirty (30) days after the same shall occur, all claims and demands against Tenant or because of work contracted for or requested by Tenant for labor, materials, supplies or other items which, if not satisfied, might by law become a Lien upon the Leased Premises, or any part thereof, provided that Liens for labor and materials arising by operation of statutory law shall not be within the purview of this paragraph if, when such Liens shall be perfected, Tenant shall cause them to be promptly discharged, or if Tenant is diligently contesting the validity of such Lien, Tenant may utilize the provisions of the next succeeding sentences. If any such Lien shall be filed or asserted against Tenant or the Leased Premises by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant, on the Leased Premises, at the request or with the permission of Tenant or of anyone claiming under it, Tenant shall, promptly, but within thirty (30) days after it receives notice of the imposition of the filing thereof or the assertion thereof against the Leased Premises, cause the same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest, payment, deposit, bond, order of court or otherwise. If Tenant breaches its obligations under this Section 12.8, then, following ten (10) business days prior written notice to Tenant, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause such lien to be released by such means as Landlord deems proper, including payment of the claim giving rise to such Lien. Any amount expended by Landlord in the performance of Tenant's obligations shall be paid by Tenant to Landlord promptly upon written demand therefore accompanied by appropriate documentation of such expenditures. 12.9 Sins. Tenant may at its sole cost and expense install one (1) exterior, building -affixed sign subject to Landlord's ordinances regulating signs. Tenant shall not install or place any additional exterior signage on the Leased Premises, or at the entrance thereto. Tenant shall comply with all permitting application requirements of Landlord and keep its signs in good condition. Page 25 of 51 Omni Air International, LLC Facilities Lease Agreement 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 Dollars $1,000,000.00 per occurrence, all such coverages to be on an "occurrence" basis with aggregate limits of no less than Two Million Dollars ($2,000,000.00) per consecutive twelve (12) month period; provided that such limits may be reduced to then existing and commercially reasonable industry standards and customary levels for operation of a facility such as the Leased Premises to the extent the foregoing limits may not be available on commercially reasonable terms in then -current market conditions; (b) Commercial general liability insurance covering bodily injury and property damage on a "claims made" basis with limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate; (c) All Risks Property insurance with respect to Tenant's interest in the 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, without limitation, business interruption coverage with respect to Tenant's operations at the Leased Premises; and 13.2 Workers Compensation and Emplover's Liability Insurance. Tenant represents that Workers Compensation and Employer's Liability insurance coverages are maintained by Tenant for all personnel working at the Leased Premises with a limit of One Million Dollars ($1,000,000.00) for each accident for bodily injury by accident or One Million Dollars ($1,000,000.00) for each employee for bodily injury by disease. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Tenant will provide to Landlord a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms described in this Section. The parties agree that the coverages and limits provided in Sections 13.1 and 13.2 may be adjusted by Tenant upon no less than thirty (30) days prior written notice to Landlord to such coverages and amounts as may be approved by Landlord, such approval to not be unreasonably withheld. 13.3 Tenant Insurance Policv Conditions. Each insurance policy required by Section 13.1 (i) shall be issued by an insurer (or insurers) possessing an A-VII A.M. Best Rating or better and of recognized standing and authorized to issue such policy of insurance in the State of Texas; (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 Page 26 of 51 Omni Air International, LLC Facilities Lease Agreement 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. 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 shall, at Landlord's expense, repair and restore the Leased Premises as provided in Section 14.3, and, in such event this Lease shall remain in full force and effect but the Rent shall be abated as provided in Section 14.3. 14.3 Rebair and Restoration Obligation/ Rent Abatement. Landlord's restoration and repair obligation contained herein shall consist of repairing or restoring the Leased Premises, including all Improvements contained within the Leased Premises that were subsequently constructed with Landlord's consent pursuant to this Lease; provided 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 Landlord, and Landlord shall not be obligated to repair or restore Tenant's personal 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 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Article XIV, Landlord shall have no obligation to repair the Leased Premises if either: (a) the Leased Premises is so damaged as to require repairs to the Leased Premises exceeding fifty Page 27 of 51 Omni Air International, LLC Facilities Lease Agreement 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 or about the Base with Tenant's express or implied consent; or (c) the damage or destruction occurs less than two (2) years prior to the expiration date of the then -current term, exclusive of additional option periods. In the event Landlord does not elect to repair the Leased Premises, this Lease shall terminate upon notice to Tenant of Landlord's election not to repair or restore the Leased Premises. 14.5 Property Insurance Deductible. In the event a claim is made by Tenant, Landlord, or an additional insured under the property insurance policy required to be maintained by Tenant pursuant to Section 13.1, the party making the claim shall be responsible for the amount of the deductible for such policy, except to the extent that such insured claim arises from or is a result of another party's gross negligence or willful misconduct. 14.6 Tenant's Termination Right. Notwithstanding anything in this Article XIV to the contrary, in the event of a total loss of the Leased Premises or damage to the Leased Premises that has a material adverse effect on Tenant's operation at the Leased Premises (as determined by Tenant) or would require more than six (6) months to repair or rebuild, Tenant may terminate this Lease or the affected portion thereof by giving written notice thereof ("Tenant's Notice") to Landlord within sixty (60) days after the date of such total loss or damage, in which event this Lease shall be considered terminated in its entirety (or with respect to the affected portion, as applicable) effective as of the date of such damage and destruction (the "Casualty Date"). 14.7 Termination of the Lease or a Portion Thereof. Upon any termination of this Lease or portion thereof in accordance with this Article XIV, Landlord shall provide Tenant reasonable access to the Leased Premises or terminated portion thereof for a period of not more than ninety (90) days following Tenant's Notice, for Tenant to remove all personal property of Tenant and its vendors and customers. If this Lease is terminated as to less than all of the Leased Premises, the Base Rent, Additional Rent, and all other applicable charges due and payable by Tenant hereunder will be equitably adjusted. If this Lease is not terminated pursuant to this Article XIV, the Base Rent, Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably reduced and abated during any period of time in which the Leased Premises (or any portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant, but only to the extent the Leased Premises (or such portion thereof) is unfit for the conduct of such operations. 14.8 Condemnation. If the Leased Premises or any portion thereof is taken by eminent domain, the total amount of any condemnation awards paid or payable to Landlord or Tenant shall be apportioned between Landlord and Tenant according to this Section 14.8. Tenant shall receive that part of any condemnation awards or compensation that is attributable to the fair market value of any improvements that were constructed or replaced by Tenant using its own funds and any personal property or movable trade fixtures that were installed by Tenant using solely its own 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 Page 28 of 51 Omni Air International, LLC Facilities Lease Agreement been taken so as to materially interfere with Tenant's use and occupancy thereof, then Tenant may terminate this Lease by delivering written notice of such election to Landlord within ninety (90) days after such taking. If this Lease is not terminated pursuant to the terms of this Section 14.8, then this Lease shall terminate only to the part of the Leased Premises so taken as of the date of the taking, and the Base Rent, the Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably adjusted. 14.9 Casualtv or Condemnation Other than the Leased Premises. If all or any portion of the IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Base necessary for Tenant's operations at the Leased Premises that is owned by Landlord or leased by Landlord are damaged, destroyed or taken by eminent domain, Landlord shall, upon request of Tenant, apply any available insurance proceeds or condemnation awards towards, and commence with due diligence to complete, the repair or replacement of the applicable facility; provided, however, in the event (i) the available insurance or condemnation proceeds are insufficient to rebuild or repair the applicable facility and Tenant is not willing to pay the difference in such cost of rebuild or repair, or (ii) there is a total loss or material damage to any such facility that has a material adverse effect on Tenant's operations at the Leased Premises (as determined by Tenant) and would require more than one hundred eighty (180) days to repair or rebuild, either party may terminate this Lease by giving written notice thereof to the other party within sixty (60) days after the date of such total loss or material damage, in which event this Lease shall be considered terminated effective as of the date of such damage and destruction. Upon any such termination, Landlord shall provide to Tenant reasonable access to the Leased Premises for a period of not more than ninety (90) days following such termination notice for Tenant to remove all personal property of Tenant and its vendors and customers. If this Lease is not terminated as provided by this Section 14.9, the Base Rent, Additional Rent and all other charges due hereunder shall be equitably abated and adjusted from the date of such damage, destruction or taking, but only for such time and to the extent the Leased Premises (or such portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant, but only to the extent the Leased Premises (or such portion thereof) is unfit for the conduct of such operations. ARTICLE XV INDEMNIFICATION RELATED TO SERVICES 15.1 Tenant's Indemnification. TENANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COSTS, FINES, PENALTIES, REMEDIATION EXPENSES, AND DAMAGES ARISING OUT OF OR RESULTING FROM THE FOLLOWING: (a) ANY LIABILITY OR DAMAGE FOR WHICH TENANT HAS EXPRESSLY AGREED TO BE RESPONSIBLE AND LIABLE FOR UNDER THIS LEASE; (b) ANY CONTAMINATION TO JET FUEL THAT OCCURS AFTER THE JET FUEL ENTERS THE TENANT STORAGE AND THAT IS CAUSED BY TENANT'S NEGLIGENCE; OR Page 29 of 51 Omni Air International, LLC Facilities Lease Agreement (c) TENANT'S CAUSING OR PERMITTING THE PLACEMENT, DISCHARGE OR DISPOSAL OF ANY INDUSTRIAL OR HAZARDOUS WASTE INTO (A) THE SANITARY WASTEWATER SYSTEM OR (B) THE IWTF (VIA THE LIFT STATION), WHICH INDUSTRIAL OR HAZARDOUS WASTE CONTAINS SUCH CONSTITUENTS OR CHARACTERISTICS AS WOULD (X) CAUSE A VIOLATION OF LANDLORD'S INDUSTRIAL AND SANITARY WASTEWATER DISCHARGE PERMITS, AS APPLICABLE, (i) CAUSE A PASS THROUGH OR INTERFERENCE AT THE CITY OF FORT WORTH'S PUBLICLY OWNED TREATMENT WORKS OR AT 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's Covenant. TENANT HEREBY AGREES TO DEFEND, INDEMNIFY AND SAVE HARMLESS LANDLORD AND LANDLORD'S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITY, COST AND EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT OF OR RESULTING FROM: (a) THE POSSESSION, USE OR OCCUPANCY OF THE FACILITY BY TENANT, OR ITS EMPLOYEES, AGENTS, SUBTENANTS, OR CONTACTORS; OR (b) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR UNLAWFUL ACT OF TENANT OR TENANT'S AGENTS, EMPLOYEES, LICENSEES, 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 OF LANDLORD, LANDLORD'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, MANAGEMENT COMPANY OR MANAGEMENT COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, FUEL SERVICES COMPANY OR FUEL SERVICES COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES. THE Page 30 of 51 Omni Air International, LLC Facilities Lease Agreement 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" and a breach by Tenant under this Lease: (a) Tenant fails to pay Base Rent, Additional Rent, or any other charges due and payable as required hereunder when due, and such failure continues for a period of five (5) business days following Tenant's receipt of written notice from Landlord that such payment is past due; (b) Tenant fails to observe or perform any of the material covenants, conditions or provisions of this Lease, and such failure continues for a period of thirty (30) days following Tenant's receipt of written notice thereof from Landlord, which notice specifically describes the default in question; provided, however, that in the event such default is not capable of being cured within such thirty (30) day period, Tenant shall be given such additional time as is required to cure such default so long as Tenant commences such cure within such thirty (30) day period 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 within thirty (30) days following Tenant's receipt of written 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 otherwise performs its other obligations under this Lease. "Permitted Absence" means any 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) terminate Tenant's right of possession of the Leased Premises, without terminating this Lease, and relet the Leased Premises on behalf of Tenant; (iii) enter and take possession of the Leased Premises; (iv) remove and store all Tenant's furniture, fixtures, equipment, and personal property in the Leased Premises; (v) enter the Leased Premises and cure the Event of Default; and (vi) withhold or suspend payment of sums Landlord would otherwise be obligated to pay to Tenant under this Lease. Landlord may, at any time after terminating Tenant's right to possess the Leased Premises without terminating this Lease, elect to terminate this Lease and pursue any and all other rights and remedies otherwise available upon such latter election. All of the rights and remedies of Landlord set forth in this Lease or available under Applicable Law are cumulative. 17.3 Measure of Damages. (a) Performance of Tenant's Obligations. If Landlord cures Tenant's Default, then Tenant will immediately pay Landlord (i) all reasonable expenses incurred by Landlord in Page 31 of 51 Omni Air International, LLC Facilities Lease Agreement enforcing this Lease, including all legal costs (including attorneys' fees), (ii) all reasonable expenses incurred by Landlord in curing Tenant's Default, and (iii) all other damages incurred by Landlord due to the Event of Default, subject to Landlord's duty to mitigate any and all such damages. (b) Surrender, Outstanding Obligations. If Landlord terminates Tenant's right to possess the Leased Premises but not this Lease, then Tenant will immediately vacate and surrender the Leased Premises and pay Landlord (i) the reasonable cost of recovering the Leased Premises and removing and storing Tenant's furniture, fixtures, equipment, and personal property or other property and (ii) the amounts referenced in clauses (i) through (iii) of Section 17.3(a). All Base Rent or any other fee or charge due and payable as required hereunder will continue to accrue after Landlord terminates Tenant's right of possession and is to be payable in accordance with the provisions in Section 17.3(c). (c) Lease Pavments for Remainder of the Term. If Landlord terminates Tenant's right to possess the Leased Premises but not this Lease, then Tenant will be obligated to pay to Landlord the 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%). Tenant's obligation to pay Landlord such Base Rent or other fees shall be reduced by the Base Rent or other fees paid by any new or other tenant who relets the Leased Premises. In the event Landlord relets the Leased Premises for the same or greater Base Rent as required under this Lease, then Tenant shall be released from the obligation to pay Base Rent to Landlord. 17.4 Landlord Reasonable Efforts to Relet. Upon termination of Tenant's right to possess the Leased Premises, to the extent required by applicable law, Landlord will use reasonable efforts to relet the Leased Premises. Landlord will be deemed to be acting reasonably if Landlord refuses to lease the Leased Premises to a prospective new Tenant who (i) is an Affiliate of Tenant, (ii) requires additional leasehold improvements to be made at Landlord's expense, or (iii) desires (A) to lease for a shorter or longer term than remains under this Lease, (B) to reconfigure or combine the Leased Premises with other space, (C) to take only a part of the Leased Premises, or (D) to change the permitted use. 17.5 Default by Landlord. Landlord will in no event be charged with a default in the performance of any obligations under this Lease unless and until Landlord has failed to perform such obligations for a period of thirty (30) days, except in cases of emergency, to cure any such default after written notice by Tenant is received by Landlord properly specifying Landlord's failure to perform any such obligations; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion (but not to exceed an additional sixty (60) days). If Landlord fails to perform Landlord's obligations within such timeframe after receipt of written notice of such default, except in cases of emergency, Tenant may at its option (but shall not be required to) perform such obligations on Landlord's behalf, and the actual and reasonable costs thereof shall be due and payable by Landlord within thirty (30) days after written notice to Landlord. Notwithstanding anything in this Lease to the contrary, in the event Tenant has not Page 32 of 51 Omni Air International, LLC Facilities Lease Agreement received such payment within such thirty (30) day period, then Tenant may offset said amounts against Base Rent subject to the Offset Limit (as such term is defined herein). The maximum amount that Tenant may deduct in any one month (the "Offset Limit") shall be limited to the greater of (i) twenty-five percent (25%) of the then monthly base rent or (ii) the amount necessary to fully amortize in equal monthly amounts the amount due (including interest of 8% per annum) over the remainder of the Term (including any shortened Term if this Lease is terminated prior to its current expiration date, and assuming no extensions of the Term beyond its current expiration date). ARTICLE XVIII MISCELLANEOUS 18.1 Assignment and Subleasing. (a) By Tenant. 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) Tenant's Permitted Assignee. Notwithstanding the provisions of Section 18.1(a) above, Landlord acknowledges that Tenant may, without obtaining the prior written consent of Landlord, assign the Lease to an Affiliate of Tenant. Tenant will promptly notify Landlord of any such assignment and will provide Landlord with a copy of any executed subleases or assignments. (c) By Landlord. Landlord may, without Tenant's consent, sell, assign or otherwise transfer or convey all of Landlord's interest in and to this Lease, the Base, the Leased Premises, the Central Utility Plant, the Fuel Farm and the IWTF, and Tenant agrees to attorn to the new owner as "Landlord" for all purposes hereunder so long as Landlord provides Tenant no less than thirty (30) days prior written notice of the effective date of any such proposed sale, assignment, transfer or conveyance and such assignee (i) has or will have all the permits, certificates, licenses, and authorizations that are necessary and advisable for such transferee to fulfill the obligations of "Landlord" under this Lease (or has contracted with a Management Company or Fuel Services Company to fulfill such obligations and that has all such permits, licenses and authorizations) and (ii) enters into a written agreement (a copy of which is to be provided to Tenant) pursuant to which such transferee acquires all rights and assumes all obligations of Landlord under this Lease and any other agreement or document necessary to provide to Tenant the benefits and rights afforded to Tenant under this Lease, as if such transferee were named Landlord herein. 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 Attornevs' Fees. If either party brings an action in litigation related to this Lease, the prevailing party shall be entitled to recover from the non -prevailing party the reasonable Page 33 of 51 Omni Air International, LLC Facilities Lease Agreement attorneys' fees and litigation costs incurred by such prevailing party in connection with such litigation. 18.4 Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by law, the parties hereby waive any provision of law which may render any provision hereof void or unenforceable in any respect. 18.5 Entire Agreement; Amendments. This Lease constitutes the complete agreement of the parties with respect to the subject matter contained herein and supersedes all previous agreements, representations and understandings concerning the same. The provisions of this Lease may be modified, amended or waived only by a written instrument, executed by Landlord and Tenant. 18.6 Pavments. All payments made by Tenant under this Lease shall be paid via direct deposit. 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 100 Fort Worth Trail, loth Floor Fort Worth, Texas 76102 Attention: Lease Management With a copy to: City of Fort Worth City Attorney 100 Fort Worth Trail Fort Worth, Texas 76102 Page 34 of 51 Omni Air International, LLC Facilities Lease Agreement If to Tenant: Omni Air International, LLC Attn: Lease Management 3303 N. Sheridan Rd Tulsa, OK 74115 With a copy to: Omni Air International, LLC Attn: Legal Department 145 Hunter Rd Wilmington, OH 45177 18.8 Waiver, Remedies Cumulative. Either party to this Lease may specifically waive in writing any rights, terms or conditions hereunder, or any breach hereof, but no such waiver shall constitute a waiver of any other right, term, condition or breach. By written notice, a waiving party may at any time direct future compliance with any matter previously waived, in which event, such party shall comply as directed from that time forward. No delay or omission in the exercise or enforcement of any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and not mutually exclusive. 18.9 Binding Effect. This Lease shall be binding upon the parties, their personal representatives, successors and assigns. 18.10 Governing Law. This Lease will be governed by, and construed in accordance with, the laws of the State of Texas without regard to choice of law principles. Any suit, action or proceeding with respect to this Lease may be brought exclusively in the courts of the State of Texas, County of Tarrant, or in the United States District Court for the Northern District of Texas, Fort Worth Division, as Tenant or Landlord, whichever is applicable, in its sole discretion may elect and Landlord and Tenant hereby submit to the jurisdiction of such courts for the purpose of any suit, action or proceeding. 18.11 References. All references in this Lease to particular Articles and Sections are references to Articles and Sections of this Lease, unless otherwise indicated. The headings and captions in this Lease are furnished for convenience of reference only and do not constitute a part of this Lease or in any way affect the meaning or interpretation of the terms or provisions hereof. References in the singular number in this Lease shall be considered to include the plural, if and when appropriate, and vice versa. 18.12 Multiple Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same instrument. 18.13 Recordation. Landlord and Tenant agree not to record this Lease, but both parties hereto agree, on request of the other, to execute a memorandum of lease in recordable form and Page 35 of 51 Omni Air International, LLC Facilities Lease Agreement complying with applicable laws of the State of Texas, which memorandum of lease may be recorded by the party requesting same at such party's cost. 18.14 Construction. This Lease is the product of negotiations between the parties and shall be construed as if jointly prepared and drafted by them. No provision hereof shall be construed for or against any party due to its actual role in the preparation or drafting hereof by reason of ambiguity in language, rules of construction against the drafting party or similar doctrine. 18.15 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. 18.16 Brokerage. Each party warrants to the other that it has had no dealings with any broker, agent or consultant in connection with this Lease. Landlord shall have no obligation to pay any commissions. 18.17 Compliance with Laws Tenant must at all times conduct its operations at and use the Leased Premises in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from time to time. Landlord must at all times perform its obligations under this Lease in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from time to time. Tenant hereby represents and warrants that 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 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 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 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 for Landlord to properly perform Landlord's obligations hereunder. 18.18 Governmental Powers. By execution of this Lease, neither Landlord nor any of its assignees or transferees waives or surrenders any of their governmental powers or immunities. 18.19 Force Majeure. If either parry is unable, either in whole or part, to fulfill its obligations under this Lease due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or city government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Page 36 of 51 Omni Air International, LLC Facilities Lease Agreement 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] Page 37 of 51 Omni Air International, LLC Facilities Lease Agreement The parties hereto have executed this Lease to be effective on J U ly 1 St ("Effective Date"). LANDLORD: TENANT: CITY OF FORT WORTH, a Texas home rule municipal corporation Valerie Washington Jul 1, 202512:14 CDT) Valerie Washington Assistant City Manager Approved by: Marilyn Marvin Director, Property Management Department Via City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 10,1,E Mark Bro n(Jun 30,202509:35 CDT) Mark Brown, Lease Manager Approved as to form and legality: (and ace Pagliara (Jun 30125 09:40 CDT) Candace Pagliara Assistant City Attorney a°nn Attest: e> � FONT - 0O �t�t pig .40 0V4 g d pA*e, en^ire a141,n�e6g4aa Jannette S. Goodall City Secretary Contract Authorization: Form 1295:2025-1281918 M&C: 2025-0541 Omni Air International, LLC Facilities Lease Agreement 12025 INTERNATIONAL, LLC of Finance OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 38 of 51 EXHIBIT A JET FUEL SPECIFICATIONS AND FUEL FARM REOUIREMENTS Operating Standards. Beginning on the Effective Date and continuing through the Term, the Jet Fuel necessary to conduct Tenant's operations at the 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"); provided, however, that the Jet Fuel quality, requirements, and specifications may be revised and amended from time to time upon prior written approval from Tenant and Landlord. Securitv. Landlord shall take such measures as are reasonably required to secure the Fuel Farm and to prevent tampering with the portions of the Fuel Farm and the associated fuel piping that is 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. Svstem Inspections. In accordance with ATA Specification 103 and applicable federal, state, and local Laws, Landlord shall maintain detailed records of inspections of the Fuel Farm (including the Tenant Pipe Segment) that demonstrate there are no material leaks in the pipelines that are a part of the Fuel Farm, that the Fuel Farm is cathodically protected, and that the Jet Fuel is not present in material quantities in the vaults containing vents, drains, valves, or any other subsurface features of the Fuel Farm. On a scheduled basis or otherwise upon ten (10) days prior written notice, Landlord (or its designated Fuel Services Company) may inspect or cause to be inspected the equipment of Tenant, and shall conduct such other inspections of each of Landlord's tenants using the Fuel Farm as required by ATA Specification 103, to ensure that: (i) such equipment is compatible with the safe and efficient operation of the Fuel Farm; and (ii) metering devices on such equipment are accurate and compatible with such devices used by Landlord and Tenant. Jet Fuel Standards. Landlord shall assure that Jet Fuel delivered to the Fuel Farm and dispensed from the Fuel Farm meets or exceeds the fuel specification and purity standards listed in the latest edition of ATA Specification 103, Section 1-2 (or equivalent) unless Tenant and Landlord agree in writing otherwise. Landlord may refuse to accept any deliveries from any party, including Tenant and its fuel vendors, without penalty or breach of its obligations hereunder if the party delivering such Jet Fuel does not provide Landlord with evidence satisfactory to Landlord (including without limitation any written certificate of compliance that Landlord may in good faith request) that such Jet Fuel complies with the foregoing specifications, unless Tenant instructs Landlord in writing to accept such delivery, in which case Landlord shall bear no liability for, and shall be indemnified and held harmless by Tenant against, any failure of such delivery to comply with the foregoing specifications. 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 Page 39 of 51 Omni Air International, LLC Facilities Lease Agreement to be delivered meets ASTM D 1655 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 take all other reasonable steps to preserve the quality of the Jet Fuel in Landlord's possession in the Fuel Farm. Records. Landlord shall maintain on a current basis complete and accurate books and records and make reports available to Tenant, at reasonable times upon reasonable notice and Page 40 of 51 Omni Air International, LLC Facilities Lease Agreement request, in such form and detail as may be agreed between the parties of the withdrawals and gains and losses of Jet Fuel from the Fuel Farm. Inventory Reconciliations. Landlord (or Fuel Services Company on its behalf) shall keep current, complete and accurate inventory records of the Jet Fuel in the Fuel Farm as follows: (a) Receipts into inventory and disbursements from inventory shall be recorded in net and/or gross gallons as agreed by the parties from time to time. At approximately the same time each day, Landlord shall take inventory measurements of each fuel tank and, for each measurement so taken, Landlord shall record the volume and the time of day such measurement was made. Each disbursement of Jet Fuel shall be recorded on individual fueling tickets unless an alternate arrangement is agreed upon in writing by Landlord and Tenant. (b) Using the above daily measurements, Landlord shall reconcile monthly the physical inventory to the calculated inventory and, at reasonable times upon reasonable notice and request, present such reconciliation to the Tenant and, as applicable, Landlord's other tenants using the Fuel Farm. Such reconciliation shall explain to Tenant's commercially reasonable satisfaction the receipt and distribution of all Jet Fuel, including all operating gains or losses of inventory. (c) Landlord shall be responsible for all losses of Jet Fuel that result from Landlord's negligence or willful misconduct. Landlord shall be responsible for all loss or disappearances of Jet Fuel in excess of the level of losses allowed in ATA 103 that cannot be reconciled as required by this subparagraph, or adequately explained as a normal operating loss reasonably beyond Landlord's control; provided that, if on the Effective Date, the actual level of Jet Fuel loss is in excess of the level of losses allowed by ATA 103, then Landlord shall have six (6) months to bring the Fuel Farm operations into compliance with ATA 103. Within thirty (30) days following each yearly anniversary of the Effective Date, Landlord shall replace all losses or disappearances of Jet Fuel in excess of what is allowed in ATA 103 and not reconciled or adequately explained as provided for above, such replacement or payment to be allocated to Tenant and Landlord's other tenants using the Fuel Farm during such previous year, based upon the percentage ownership of the Jet Fuel in the Fuel Farm during the period. All gains and losses for which Landlord is not responsible shall be determined monthly and shared proportionately by Tenant and Landlord's other tenants using the Fuel Farm based upon total monthly volume withdrawn from the Fuel Farm for the month in question. (d) Notwithstanding anything herein to the contrary, any liability of Landlord for Jet Fuel lost, contaminated or otherwise damaged or destroyed while in Landlord's custody or control shall be limited to the replacement value of such Jet Fuel, the cost of removing and replacing such Jet Fuel, any costs of environmental remediation and fines or charges related to removing and replacing such Jet Fuel, and all costs associated with tank cleaning and filter replacements required due to contamination of such Jet Fuel. (e) Landlord (or Fuel Services Company on its behalf) will maintain a perpetual inventory of Tenant owned Jet Fuel and all other Jet Fuel inventory (by owner and withdrawal) in the Fuel Farm and will reconcile such inventory on no less than a monthly basis and make such inventory records and information available to Tenant upon reasonable notice. Page 41 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT B-1 SITE PLAN Page 42 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT B-2 LEASED PREMISES Leased Premises highlighted in red _n BLBG 16 STRUCTURES LEVEL 7 PLAN ............................ _ 1 d- i _ BLDG 11 WABEHOUSE- LEVEL 1 PLAN Page 43 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT B-2 LEASED PREMISES Ilk i , ''� '��" � u1 ` h _ � ��• ice. Apron Building (319 SF){} a L ' ' ��� • y'i�p'}41$6' 117Gr4�45f1}y .� { hhrzr,ftra _ --• i1 �63 UL�u5�3 6. •�.k Page 44 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT C UPLIFT SERVICES The IWTF collects and processes wastewater, generates Reverse Osmosis (RO) water and distributes treated water to the Base, including the Leased Premises. During the Term, the Lift Station shall be available to receive the flow of Industrial Wastewater from Tenant's operations that are transported through it to the IWTF on a continuous basis twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. 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 by commercially reasonable industry standards (the "Wastewater Standards"). Page 45 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT D FEES FOR UPLIFT SERVICES The Uplift Fees shall be calculated using the following formula: (Tenant Uplift Services Usage / Total Uplift Services Usage) * (Total IWTF Costs) Where the capitalized terms not otherwise defined in this Lease shall have the following meanings: "Tenant Uplift Services Usage" means the gallons of Industrial Wastewater transported through the Lift Station to the IWTF on behalf of Tenant in the applicable monthly billing period (as determined by the applicable sub -meter). "Total Uplift Services Usage" means the total number of gallons of Industrial Wastewater transported to the IWTF, whether on behalf of Tenant, the Adjoining Tenants, or otherwise, in the applicable monthly billing period. "Total IWTF Costs" shall mean Landlord's reasonable out-of-pocket operating costs of providing the Uplift Services in the applicable monthly billing period and shall include the salaries of Landlord's (or Management Company, as applicable) employees (or portion thereof) solely to the extent directly attributable to the operation of the IWTF, administrative overhead directly attributable to the operation of the IWTF, costs of input (e.g., natural gas, electricity and water) required to operate the IWTF, costs of materials and maintenance costs of the IWTF, licensing costs to the extent attributable to the IWTF, and other costs incurred in the normal course of operating the IWTF. The Total IWTF Costs shall not include capital costs or other costs that are reimbursed by insurance or other third -party sources and shall be adjusted by any reimbursements, discounts, rebates, credits, and refunds received by Landlord. Page 46 of 51 Omni Air International, LLC Facilities Lease Agreement 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 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 and within the walls of Tenant's 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, including that to which Tenant's subpanel connects. Tenant is responsible for the cost of their pro -rated share of the fire monitoring and protection services of the Leased Premises. HVAC Control for the Leased Premises: Landlord shall continuously monitor and adjust from the CUP as necessary the indoor air temperatures within the Leased Premises so as to assist the Tenant in achieving the agreed target temperatures in all of the buildings located on the Leased Premises. If Tenant requests an adjustment of individual valve settings for ambient temperature, Landlord must acknowledge Tenant's request within thirty (30) minutes of the receipt of such request and begin to make changes necessary to make such adjustment within four (4) hours of Tenant's request. Page 47 of 51 Omni Air International, LLC Facilities Lease Agreement Emereencv Response Svstem Tenant shall at all times (24 hours per day, 7 days per week, 365 days per year) maintain an emergency response system (the "Emergencv Response Svstem") for the water levels in the Chemical Tanks that permits Tenant or Landlord to shut off any system operating in connection with the Chemical Tanks within fifteen (15) minutes of an emergency shutoff event. Tenant shall establish and update the emergency response standards, which shall include a designation of the water level that constitutes an emergency shutoff event, and Tenant shall provide a copy of such emergency response standards to Landlord. Tenant remains responsible for responding to an emergency shutoff event; provided, however, that Tenant may request that Landlord's Permitted Personnel respond to an emergency shutoff event. Landlord will separately invoice Tenant for such actions in connection with the Emergency Response System pursuant to the separate fee schedule then in effect, as agreed upon in writing by Landlord and Tenant. Page 48 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT F CUP UTILITIES AND SERVICES FEES "CUP Fees" shall mean the sum of the Tenant Steam Fee, the Tenant Chilled Water Fee, the Tenant Compressed Air Fee, and the Capital Reserve Fee which are calculated as follows: "Tenant Steam Fee" = (Total Steam Operating Costs / Total steam creation from the Central Utility Plant) * Tenant's Actual Usage "Tenant Chilled Water Fee" = (Total Chilled Water Operating Costs / Total chilled water creation from the Central Utility Plant) * Tenant's Actual Usage. Tenant's average usage rate shall not be less than $0.28/Ton-Hr. during the Term. "Tenant Compressed Air Fee" = (Total Compressed Air Operating Costs / Total compressed air creation from the Central Utility Plant) * Tenant's Actual Usage. "Capital Reserve Fee" = [(Tenant's Share of steam usage + Tenant's Share of chilled water usage + Tenant's Share of compressed air usage) / (Total steam creating from the Central Utility Plant + Total chilled water creation from the Central Utility Plant + Total compressed air creation from the Central Utility Plant)] * $.02 per kwh utilized by the Base Where the capitalized terms not otherwise defined herein shall have the following meanings: "Tenant's Share" shall be calculated based upon the sum of (i) Tenant's usage of the relevant utility (as determined by the sub -meter that measures Tenant's use of such Landlord Distributed Utilities) in the applicable monthly billing period. 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 to minimize "waste steam". 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. Page 49 of 51 Omni Air International, LLC Facilities Lease Agreement EXHIBIT G COMMON AREA FEES "Common Area Fees" shall be calculated using the following formula: (Tenant's Leased Premises Square Feet / Total Base Square Feet) X (Total Common Area Costs) Where the capitalized terms not otherwise defined herein shall have the following meanings: "Tenant's Leased Premises Square Feet" shall mean the sum of the square footage of the Leased Premises. It is agreed that Tenant's Leased Premises Square Feet is 42,139. "Total Base Square Feet" shall mean the sum of the square footage of the buildings located on the Base. It is agreed that the Total Base Square Feet is 1,180,117.50. "Total Common Area Costs" shall mean the sum of Landlord's reasonable out of pocket operating costs and expenses which Landlord shall incur, pay or become obligated to pay in connection with the operation, maintenance, and repair of the Common Areas, and shall include but not be limited to landscaping, janitorial, security, repairs, 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 Building, or any Adjoining Tenant's facility (such as the hangar); 3. Costs of capital improvements, replacements or equipment and any depreciation or amortization expenses thereon, except to the extent (A) reasonably intended to produce a reduction in Total Common Area Costs, (B) required by any laws applicable to the Base after the date of the Lease, or for health or safety purposes, or (C) for improvements to or replacements of any components of the Common Areas (it being understood that such costs shall be amortized over the useful life of such improvements, replacements and equipment); 4. Rentals for items (except when needed i Omni Air International, LLC Facilities Lease Agreement n Page 50 of 51 5. Costs, including permit, license and inspection costs, incurred with respect to an Adjoining Tenant or other occupants of the Base or incurred in renovating or otherwise improving vacant space for or the premises of Adjoining Tenants or other occupants of the Base; 6. Costs incurred by Landlord due to the violation by Landlord of the terms and conditions of this Lease or any other lease of any portion of the Base; 7. Marketing costs and advertising and promotional expenditures; Interest, fines or penalties incurred as a result of Landlord's failure to make payments when due unless such failure is reasonable under the circumstances; 8. The depreciation of any capital improvements on the Base except the 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. Page 51 of 51 Omni Air International, LLC Facilities Lease Agreement 6/10/25, 12:32 PM M&C Review ACITY COUNCIL AGEND Create New From This M&C DATE: 6/10/2025 REFERENCE NO.: **M&C 25-0541 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FoRTWORTti 21 OMNI AIR LEASE NO SUBJECT: (CD 10) Authorize the Execution of a Facility Lease Agreement with Omni Air International, LLC for Approximately 71,220 Square Feet of Space and Six Aircraft Parking Spaces Located at the Alliance Fort Worth Maintenance Facility Located at 2000 Eagle Parkway, Fort Worth, Texas, 76177 RECOMMENDATION: It is recommended that the City Council authorize the execution of a facility lease agreement with Omni Air International, LLC for approximately 71,220 square feet of space and six aircraft parking spaces located at the Alliance Fort Worth Maintenance Facility located at 2000 Eagle Parkway, Fort Worth, Texas, 76177. DISCUSSION: The City of Fort Worth (City) entered into a Facilities Lease Agreement with Omni Air International, LLC (Omni) on February 20, 2020 to provide approximately 26,470 square feet of office, warehouse, and aircraft parking space at the Alliance Fort Worth Maintenance Base (Base), for the operation of airline charter services, as City Secretary No. 53692 (Original Lease). City and Omni amended the Original Lease as follows: 1) on September 15, 2021 to add approximately 27,285 square feet of space; 2) on November 18, 2022 to add approximately 2,446 square feet of space; and 3) on September 19, 2024 to add approximately 15,019 square feet of space. The Original Lease expired on March 1, 2025. City and Omni have agreed to enter into a new lease agreement to allow Omni to continue to occupy approximately 71,220 square feet of office, storage, and aircraft maintenance space, apportioned among three separate buildings at the Base, as follows: Approximately 17,465 square feet in the Parts/Warehouse Building #11 located at 2050 Eagle Parkway, Fort Worth, Texas 76177; Approximately 53,436 square feet in the Structures Building #16 located at 2070 Eagle Parkway, Fort Worth, Texas 76177; and Approximately 319 square feet in a building situated on the apron portion of the Base located at 2000 Eagle Parkway, Fort Worth, Texas 76177. Omni will also have access to six aircraft parking spaces located on the apron portion of the Base. As a result of negotiations between the City's Property Management Department, Hillwood Properties (property manager) and Omni, the parties have agreed to a new lease under the following terms: Primary term of 5 years with 1 renewal term option of 3 years Renewal term rent and aircraft parking fees to be negotiated at then -current, fair market value and to include an annual rate increase Omni assumes all operating expenses for the leased space during the term of the lease. Primary term Base Rent, based upon 71,220 square feet, is as follows: Year Months Rent Rate Monthly Rent Annual Rent 1 1 - 12 $1.65 2 13-24 $1.85 $9,792.75 $117,513.00 $10,979.75 $131,757.00 apps.cfwnet.org/council_packet/mc_review.asp? I D=33402&cou ncildate=6/10/2025 1 /2 6/10/25, 12:32 PM M&C Review 3 25 - 36 $2.05 $12,166.75 $146,001.00 4 37 - 48 $2.35 $13,947.25 $167,367.00 5 49 - 60 $2.60 $15,431.00 $185,172.00 Primary term Aircraft Parking Fees, based upon six (6) designated aircraft parking spaces, are as follows: Year Months Monthly Rent Annual Rent 1 1 - 12 $13,500.00 $162,000.00 2 13 - 24 $13,905.00 $166,860.00 3 25 - 36 $14,322.15 $171,865.80 4 37 - 48 $14,751.81 $177,021.72 5 49 - 60 $15,194.36 $182,332.32 Total base rent and aircraft parking revenues, resulting from the five (5) year primary term of this new lease agreement, are estimated to contribute $1,607,889.84 toward the Alliance Maintenance Facility Fund. This property is located in Council District 10. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that, upon approval of the above recommendation and execution of the lease agreement, funds will be deposited into the Alliance Maintenance Facility Fund. The Property Management Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project I Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # Amount Year (Chartfield 2) 21 OMNI AIR LEASE M&C 3.2025.pdf (CFW Internal) FID for Omni Air Lease.xlsx (CFW Internal) Form 1295 Omni Air 031425.pdf (CFW Internal) Valerie Washington (6199) Marilyn Marvin (7708) Mark Brown (5197) Marilyn Schoening (7581) apps.cfwnet.org/council_packet/mc_review.asp?ID=33402&councildate=6/10/2025 2/2