HomeMy WebLinkAbout064913 - General - Contract - Wallport Transit Xpress (WTX), Inc.Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
CSC No. 64913
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 WALLPORT TRANSIT XPRESS
(WTX), INC., a foreign for -profit corporation, acting by and through its duly authorized President,
David Graglia ("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 1.
DEFINITIONS
1.1. Definitions. For purposes of this Lease the following terms shall have the meanings
respectively indicated:
"Additional Rent" means all monetary obligations of Tenant to Landlord under the terms
of this Lease, including, but not limited to, Base Rent, Fees, operating expenses, and amounts due
and payable by Tenant under Article 9.
"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).
"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.
"ADA" has the meaning set forth in Section 12.1.
"Base" means that certain land known as Fort Worth Alliance Maintenance Base, located
adjacent to the Fort Worth Alliance Airport and including the Facility.
OFFICIAL RECORD
CITY SECRETARY 1
Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement FT. WORTH, TX
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"Base Rent" has the meaning set forth in Section 9.1.
"CCa " 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.
"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 facilities and entrances thereto), systems,
Improvements, structures and equipment serving or benefiting the Base. The Common Area shall
not include the Leased Premises or the portions of the Landlord Adjoining Property leased to or
available for lease to other tenants. The Common Area shall include the vehicle parking areas
adjacent to the Leased Premises.
"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" shall mean Central Utility Plant.
"CUP Fees" [Intentionally Deleted].
"CUP Services" [Intentionally Deleted].
"CUP Utilities" [Intentionally Deleted].
"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.
"Event of Default" has the meaning set forth in Section 17.1.
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"Facility" means the lot space on the Base located at 2016 Eagle Parkway, Fort Worth,
Texas 76177, labeled on the Site Plan, and containing a total of approximately one (1) acre or
43,560 total square feet.
"Fees" means, collectively, Capital Reserve Fee or Common Area Fees.
"Force Majeure Event" has the meaning set forth in Section 18.19.
"Fuel Farm" has the meaning set forth in Article 5.
"Fuel Services Company" 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 5.
"Hazardous Material" has the meaning set forth in Section 10.3.
"Improvements" means any alterations, additions, 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 AdjoiningProperty" means the Base, excluding the Facility.
"Landlord Distributed Utilities" has the meaning set forth in Section 4.2.
"Landlord Hazardous Material Liabilities" has the meaning set forth in Section 10.4.
"Landlord's Permitted Personnel" means those authorized employees of Landlord or
Management Company that shall be permitted access to the Leased Premises, which employees
shall be designated in advance in a separate written list submitted by Landlord or Management
Company to Tenant.
"Leased Premises" means the portion of the Facility that is leased to Tenant pursuant to
this Lease, containing approximately one (1) acre or 43,560 square feet as more specifically
described on Exhibit B-2.
"Liens" has the meaning set forth in Section 12.3.
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"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 Company" 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 17.1.3.
"Plans" has the meaning set forth in Section 12.1.1.3.
"Release" has the meaning set forth in Section 10.4.
"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 Article 5.
"Term" has the meaning set forth in Section 2.1.1.
"Total Base Square Feet" has the meaning set forth in Exhibit G.
"Total Common Area Costs" has the meaning set forth in Exhibit G.
"Uplift Fees" [Intentionally Deleted].
"Uplift Services" [Intentionally Deleted].
"Utility" has the meaning set forth in Section 4.3.
"Wastewater Standards" has the meaning set forth in Exhibit C.
ARTICLE 2.
DEMISE; TERM
2.1. Lease of Leased Premises.
2.1.1. Term. Landlord and Tenant agree that the Lease shall commence on the Effective
Date and continue until September 30, 2027 (the "Term").
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2.1.1.1. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Leased Premises of approximately one (1) acre or 43,560 square feet of lot space
located on the Base, as more specifically delineated in Exhibit B-2; and
2.1.1.2. Landlord hereby grants to Tenant the non-exclusive use and
associated rights with respect to the Common Areas as further provided herein;
2.1.1.3. Landlord shall distribute the Landlord Distributed Utilities and
perform the obligations of Landlord as set forth in Article 4; and
2.1.2. 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.
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 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 Improvements as may have been made pursuant to this Lease. All removable fixtures,
equipment, inventory, tooling, appliances, furnishings, vehicles, aircraft and any other personal
property owned by Tenant and located within the Leased Premises shall remain the property of
Tenant and shall be removed from the Leased Premises on or before the effective date of
termination of this Lease; 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.
Any of Tenant's personal property not removed from the Leased Premises on or before the
effective date of termination of this Lease shall, at Landlord's option and upon ten (10) days prior
written notice to Tenant (during which time Tenant will be afforded reasonable access to remove
such property subject to the foregoing requirements regarding damage to the Leased 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 of Leased Premises. Should Tenant remain in possession of the Leased
Premises (or any portion thereof) after the expiration or earlier termination of this Lease, Tenant
shall become a tenant at sufferance and shall be liable to pay Base Rent at the rate of one hundred
fifty percent (150%) of Base Rent due and payable by Tenant each month, in advance, effective
immediately prior to the expiration or earlier termination of this Lease. Such occupancy shall be
subject to all the terms and conditions of this Lease insofar as the same are applicable, including
with respect to the payment of Additional Rent that is due and payable by Tenant hereunder.
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ARTICLE 3
USE AND ACCESS
3.1. Use of Leased Premises. Tenant may use the Leased Premises for the purposes of parking
trucks used in the transportation of goods and shipping containers and for general business
operations related thereto. Any use other than the use described in this Section 3.1, including but
not limited to vehicle maintenance, must be approved in writing by Landlord prior to such use,
which approval shall not be unreasonably withheld, conditioned or delayed. Tenant may not use
the Leased Premises for any purpose that is in conflict with the Amended and Restated Declaration
of Covenants and Restrictions or any other restricted use under this Lease.
Tenant may have the right to install one (1) mobile trailer on the Leased Premises at Tenant's sole
cost and expense and after receiving written approval from Landlord. All Improvements installed
by Tenant must be completed in a good and workmanlike manner and be incompliance with all
applicable laws, rules, ordinances, codes, and regulations. Plans and specifications for
Improvements, including but not limited to required permits, shall be provided to Landlord and its
Management Company for approval prior to the start of any installation of Improvements.
3.2. Access. Landlord shall maintain, continuously and without interruption, perimeter fencing
around the Base, which operational controls shall be maintained from within the CUP.
3.2.1. 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 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 of 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.
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ARTICLE 4.
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 and/or service providers for all telephone,
internet, janitorial, trash removal, extermination, and security services required by Tenant in
connection with its operations at and use of the Leased Premises. If any other utilities required by
Tenant in connection with its operations at the Leased Premises are necessary or are not being
provided for Tenant in accordance with the provisions of Section 4.2, then to the extent available
directly to Tenant and with 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. 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"):
4.2.1. Electric current for lighting and operation of equipment or machines requiring
electrical consumption;
4.2.2. Domestic water for lavatory, toilet and other purposes;
4.2.3. Outgoing effluent from non -industrial sources including, but not limited to,
lavatory sinks, hand washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets;
and
4.2.4. 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 -party utility providers, or other
occurrences beyond the reasonable control of Landlord and Management Company, in which case
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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's
proportionate share of Utility Costs shall be invoiced to Tenant by the Management
Company. For purposes of this provision, "Utility Costs" means the total actual charges from the
third -party utility provider of each of such Landlord Distributed Utilities as billed to Landlord (or
Management Company on behalf of Landlord) for the purchase of each of such Landlord
Distributed Utilities in a monthly billing period. Utility Costs shall include any applicable
distribution charges, taxes, or other fees lawfully charged by the third -party provider of such
Landlord Distributed Utilities or any governmental authority.
4.4. Management Company. The parties acknowledge that the provision of Landlord
Distributed Utilities herein may be subcontracted to and performed on behalf of Landlord by
Management Company so long as Management Company is properly authorized to and holds such
licenses and permits as required by applicable law in regard to the provision of such Landlord
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 4.
ARTICLE 5.
FUEL FARM; JET FUEL
[INTENTIONALLY DELETED]
ARTICLE 6.
INDUSTRIAL WASTE TREATMENT FACILITY
[INTENTIONALLY DELETED]
ARTICLE 7.
CENTRAL UTILITY PLANT
[INTENTIONALLY DELETED]
ARTICLE 8.
COMMON AREA SERVICES
8.1. Common Area Services. Landlord agrees to operate, repair, and maintain the Common
Area of the Base consistent with standard industry practices pertaining to the current use of the
Base (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,
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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 Company. The parties acknowledge that the associated obligations with
respect to the Common Area Services may be subcontracted to and performed on behalf of
Landlord by Management Company so long as Management Company is properly authorized to
and holds such licenses and permits as required by applicable law, if any, in regard to the operation
of the Common Area and performance of the obligations set forth in this Article 8 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 8.
ARTICLE 9.
RENT AND FEES
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
approximately 43,560 square feet and includes Common Area Fees, Utility Costs, and Capital
Reserve Fees:
PERIOD OF TERM BASE RENT MONTHLY BASE ANNUAL BASE
RATE RENT RENT
Month 1 - 12 I $1.00/SF I $3,630.00 I $43,560.00
Month 13 — September 30, 2027 I $1.05/SF I $3,811.50 $45,738.00
9.2. Payment of Base Rent.
9.2.1. Base Rent shall be due and payable by Tenant, in advance, on or before the first
(1st) day of each calendar month at such place and to such party as Landlord shall designate in
writing from time to time. Such amounts shall be prorated for any fractional calendar month. A
late fee, pursuant to Section 18.2, of ten percent (10%) of the amount due will be assessed if Base
Rent is not received by the Landlord on or before the fifth (5th) day of the month.
9.2.2. Payment of Operating Expenses. All Landlord Distributed Utilities, including but
not limited to Fees, will be invoiced to the Tenant by the Management Company as applicable to
Tenant. Payment of all operating expenses shall be paid by Tenant within thirty (30) days of the
date of the issued invoice.
9.2.3. All payments to Landlord shall be issued via direct deposit into the bank account
designated by Landlord.
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9.3. 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:
(a) all amounts attributable to the Leased Premises, including any increase in valuation attributable
to Tenant's use and operation of the Leased Premises; and (b) a pro rata portion of the amount
attributable to the Common Area, based on a multiplier calculated by dividing the square footage
of the Leased Premises by the total square footage of the Base. Such amounts shall be paid directly
to the public officer charged with their collection before they become delinquent. TENANT WILL
INDEMNIFY LANDLORD AND HOLD IT HARMLESS FROM ALL SUCH TAXES,
CHARGES, AND ASSESSMENTS. Tenant may, in good faith at its own expense (and in its own
name) contest any such taxes, charges, and assessments and must pay the contested amount, plus
any penalties and interest imposed, if and when finally determined to be due. Tenant's failure to
discharge any such tax, charge, or assessment when finally due within ten (10) days after the date
Landlord supplies written notice to Tenant shall constitute an Event of Default hereunder.
However, Tenant's financial obligation to Landlord to liquidate and discharge such tax, charge, or
assessment shall survive following termination of this Lease and until such a time as the lien is
discharged.
9.4. Audit Rights.
9.4.1. Documentation Review. Upon written notice delivered to Landlord, Tenant shall
have the right from time to time to conduct such inspections and review and audit any and all
relevant documentation of or relied upon by Landlord, Management Company, or Fuel Services
Company relating to the incurring and provision of any service provided for in this Lease and
computation of any such cost or fee set forth in an invoice for such service. Notwithstanding any
exercise by Tenant of its audit rights, Tenant shall pay the invoice subject to reimbursement as
provided below.
9.4.2. Services Review and Inspection. Upon reasonable notice to Landlord, Tenant shall
also have access to: (a) the Fuel Farm and all associated records; (b) the IWTF and all associated
records; and (c) Common Area Fees, in each case for the purpose of a compliance audit and
verification of the facilities and services provided.
9.4.3. Procedure and Results. Any audit pursuant to Section 9.4 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.
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9.4.4. 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 9.4.4. Landlord shall be responsible for all
reasonable costs and expenses associated with any such examination or audit. Landlord shall not
interfere with Tenant's normal business operations and shall comply with all of Tenant's security
and safety procedures at its facilities. 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 10.
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: (a) comply
or cause compliance with all Environmental Permits, governmental orders and all laws, rules,
regulations, permits and requirements of duly constituted public authorities that are applicable to
Tenant's use and occupancy of the Leased Premises and/or the 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 (the "Rules and Regulations"); and (b) 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.
10.3. Hazardous Material. Subject to Landlord's obligations with respect to the IWTF Services,
Central Utility Plant, and the Fuel Farm, all as provided in this Lease, any and all Hazardous
Material generated, used, stored, treated or recycled at the Leased Premises by Tenant, its
employees, agents, contractors, guests, or invitees shall be handled and disposed of by Tenant (at
Tenant's cost) pursuant to the terms and provisions of and in compliance with all Rules and
Regulations, including all Environmental Laws. For purposes of this Article 10, "Hazardous
Material" 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
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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, 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 the sanitary
wastewater system or the IWTF, which industrial or hazardous waste contains such constituents
or characteristics as would cause: (a) a violation of any of Landlord's industrial and sanitary
wastewater discharge permits, as applicable; or (b) a pass through or interference at the City of
Fort Worth's Publicly Owned Treatment Works or at the IWTF. Tenant and Tenant's 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 any
Hazardous Material or Environmental Condition, Tenant shall promptly notify Landlord of such
Release, discovery, 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 of such Release,
if so required under applicable Environmental Laws. 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.
The party with responsibility under this Lease for such Release shall promptly hire an
environmental consultant, after giving the other parry reasonable opportunity to object, to
investigate and delineate the cause, nature, and extent of any such Release or presence of
Hazardous Material. Tenant and Landlord shall consult in good faith and diligently undertake and
complete to Landlord's reasonable satisfaction the remediation of any Hazardous Material at or
originating from the Leased Premises or Base arising out of Tenant's operations at the Leased
Premises, the presence of which constitutes an Environmental Condition or otherwise violates an
12
Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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applicable Environmental Law or the Rules and Regulations. Remediation, if required, shall be
conducted in a timely and professional manner by the responsible party's environmental
consultant, consistent with standard industry practices pertaining to the current use of the property,
to those levels accepted by all then applicable Environmental Laws or as may otherwise be
required by the governmental authority exercising jurisdiction over the remediation. Promptly
upon receipt of request, the party performing the investigation and remediation shall provide to
the other parry, at no cost, copies of all final studies, reports and sample analyses 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.
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: (a) Adjoining
Tenant's and/or a previous tenant's or occupant's activities or operations, including without
limitation ownership or operation of the Leased Premises or any Landlord Adjoining Property; (b)
a Release occurring prior to the Effective Date of this Lease unless caused by Tenant, its
employees, agents, contractors, guests, or invitees; (c) 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; (d) any Environmental Condition
that is in violation of Landlord's representations, warranties and/or covenants under this Lease; or
(e) 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.
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 or Environmental Laws.
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 MATERIAL 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
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3C0714
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 Material 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 Material 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 any "Environmental Protection and
Compliance" provisions 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. (a) any environmental
applications for permits or modifications contemporaneous with submission to such agency; and
(b) any environmental permits or amendments prior to commencing any construction,
modification, or operations under such permits.
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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ARTICLE II.
CONDITION, MAINTENANCE AND REPAIR
11.1. Condition. TENANT ACCEPTS THE LEASED PREMISES IN ITS CONDITION ON
THE EFFECTIVE DATE, AND SUBJECT TO ALL RISKS, IF ANY, RESULTING FROM
ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS THEREIN, EXCEPT AS
ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS MAY RELATE TO THOSE
OBLIGATIONS THAT LANDLORD HAS ASSUMED HEREIN TENANT ACKNOWLEDGES
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: (a) 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 (b) 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
VERIFY THE INFORMATION, TENANT MAY NOT HOLD LANDLORD, LANDLORD
AFFILIATES, OR LANDLORD AGENTS LIABLE OR MAKE ANY FUTURE CLAIMS
AGAINST LANDLORD, LANDLORD AFFILIATES OR LANDLORD AGENTS AS TO THE
ACCURACY OR INACCURACY OF ANY INFORMATION PROVIDED BY LANDLORD.
11.2. Tenant's Maintenance and Repair Obligations.
11.2.1. Maintenance. During the Term, except as expressly provided below and for those
aspects and parts to be maintained and repaired by Landlord as provided in Section 11.3, Tenant
shall keep, maintain, and repair, at its expense, all aspects and parts of the Leased Premises
reasonably neat, clean, free from waste or nuisance, and in good order and condition, ordinary
wear and tear excepted, and shall make all needed repairs and replacements thereto. Tenant shall
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
be responsible for all testing, repairs, and maintenance (but not full -system replacement) of fire
and life safety systems in the Leased Premises, provided that any repair of such systems shall be
coordinated in advance with Landlord to mitigate any impact to all fire and life safety systems of
the Base. Tenant shall provide to Landlord a copy of any and all inspections of the fire and life
safety systems in the Leased Premises, as soon as reasonably practicable after Tenant's receipt
thereof.
11.2.2. 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
14 shall apply.
11.3. 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, 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.
ARTICLE 12.
ALTERATIONS, IMPROVEMENTS AND ADDITIONS
12.1. Improvements by Tenant. 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 sole cost, risk, and expense
may 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.
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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12.1.1. Improvement Plans. Tenant shall not perform any Improvements that:
12.1.1.1. Are related to or would affect the structural integrity of the Leased
Premises;
12.1.1.2. Include the exterior of the Leased Premises, including but not
limited to painting the exterior; or
12.1.1.3. Are estimated to cost more than Ten Thousand Dollars ($10,000.00)
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. Landlord shall have thirty (30) days from the
date of submission of all Plans to approve or disapprove Tenant's request to perform
Improvements. If Landlord 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. Tenant may, at the time of Plans submission, request from
Landlord the approval to remove such Improvements, either upon termination of this Lease or
before. Landlord has no obligation to agree to Tenant's request for removal of any Improvements.
The approval by Landlord of any Plans shall not constitute approval of the architectural or
engineering design, and Landlord, by approving the Plans, assumes no liability or responsibility
for the architectural or engineering design or for any defect in any building or improvement
constructed using the Plans.
12.1.2. Improvements Work. 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
federal, state and local laws, ordinances, and regulations currently in force and, in all material
respects, to the architectural standards established by Landlord. The Improvements shall be
constructed and maintained in compliance with Landlord's health, safety, and environmental
processes, rules, and policies related to the Leased Premises. Landlord shall have the right to
inspect all work pursuant to its usual construction inspection procedures. Tenant is responsible
for obtaining all necessary permits for Improvements and 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 Plans 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.
12.1.3. Improvements Documents. As soon as practicable following the completion of the
Improvements, Tenant shall supply Landlord with:
12.1.3.1. Comprehensive sets of documentation related 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;
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
12.1.3.2.
Landlord;
12.1.3.3.
for the Improvements; and
12.1.3.4.
Textual documentation in computer format as requested by
Full lien releases for all contractors, subcontractors, and suppliers
Copies of all required permits and warranties for the Improvements.
12.1.4. Improvements Ownership. 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 permits or requests Tenant to remove specifically identified Improvements
at the end of the Term.
12.1.5. Improvements Removal. 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 that were not requested for removal under Section 12.1.1.3. Upon
receipt of written approval from Landlord, Tenant shall have up to sixty (60) days after the
expiration or termination of the Lease to remove such approved Improvements and Tenant shall
repair any damage to the Leased Premises caused by such removal. 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.
12.1.6. Improvements 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.
12.2. 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 sign in good
condition.
12.3. 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
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3C0714
claimed to have been supplied to Tenant, on the Leased Premises, at the request or with the
permission of Tenant or of anyone claiming under it, Tenant shall, promptly, but within thirty
(30) days after it receives notice of the imposition of the filing thereof or the assertion thereof
against the Leased Premises, cause the same to be discharged of record, or effectively prevent the
enforcement or foreclosure thereof, by contest, payment, deposit, bond, order of court or
otherwise. If Tenant breaches its obligations under this Section 12.7, then, following ten (10)
business days prior written notice to Tenant, Landlord shall have, in addition to all other remedies
provided herein and by law, the right, but not the obligation, to cause such lien to be released by
such means as Landlord deems proper, including payment of the claim giving rise to such Lien.
Any amount 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.
ARTICLE 13.
INSURANCE
13.1. Tenant Insurance. During the Term, Tenant shall at its sole expense procure and maintain
the following insurance coverages in connection with its use of the Leased Premises and in
accordance with all applicable terms and conditions of this Article 13:
13.1.1. Omitted;
13.1.2. 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;
13.1.3. 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, covering
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
13.1.4. Workers Compensation and Employer's Liability Insurance covering all personnel
working in 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 13.1.
13.2. Tenant Insurance Policy Conditions. Each insurance policy required by Section 13.1 shall:
(a) 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; (b)
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 (c) be endorsed to prohibit cancellation or substantial
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
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 Section 13.1 shall each contain an
endorsement naming Landlord as a loss payee and as an additional insured as its interests may
appear. Prior to the Effective Date, upon any modification to or renewal following termination
or expiration of any insurance coverages required hereunder, and upon ten (10) days after request
from Landlord or Management Company, Tenant will provide to Landlord or Management
Company a certificate of the insurer or an authorized broker evidencing the insurance coverages
and terms required by Section 13.1.
ARTICLE 14.
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.
14.2.1. 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.
14.2.2. 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. Repair and Restoration Obligation/Rent Abatement. Landlord's restoration and repair
obligation contained herein shall consist of repairing or restoring the Leased Premises, including
all Improvements contained within the Leased Premises that were subsequently constructed with
Landlord's consent pursuant to this Lease; provided 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.
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3C0714
14.4. Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained
in this Article 14, Landlord shall have no obligation to repair the Leased Premises if either: (a)
the Leased Premises is so damaged as to require repairs to the Leased Premises exceeding fifty
percent (50%) of the full insurable value of the Leased Premises; or (b) the damage is caused in
whole or in part by the gross negligence or intentional tort of Tenant or any person in 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 14 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 "Casual 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 14, 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 14,
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
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
funds. Notwithstanding the foregoing, Tenant may bring a separate claim in Tenant's name to
recover damages for the fair market value of any improvements that were constructed by Tenant
and any personal property or movable trade fixtures that were installed by Tenant using its own
funds. If Tenant determines, in its reasonable discretion, that such part of the Leased Premises
has been taken so as to materially interfere with Tenant's use and occupancy thereof, then Tenant
may terminate this Lease by delivering written notice of such election to Landlord within ninety
(90) days after such taking. If this Lease is not terminated pursuant to the terms of this Section
14.8, then this Lease shall terminate only to the part of the Leased Premises so taken as of the
date of the taking, and the Base Rent, the Additional Rent and all other applicable charges due
and payable by Tenant hereunder shall be equitably adjusted.
14.9. Casualty or Condemnation Other than the Leased Premises. If all or any portion of the
IWTF, the Fuel Farm, the Central Utility Plant, or any other part of the Base necessary for
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: (a) 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 (b) 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 15.
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:
15.1.1. ANY LIABILITY OR DAMAGE FOR WHICH TENANT HAS EXPRESSLY
AGREED TO BE RESPONSIBLE AND LIABLE FOR UNDER THIS LEASE;
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3C0714
15.1.2. ANY CONTAMINATION TO JET FUEL THAT OCCURS AFTER THE
JET FUEL ENTERS THE TENANT STORAGE AND THAT IS CAUSED BY TENANT'S
NEGLIGENCE; OR
15.1.3. TENANT'S CAUSING OR PERMITTING THE PLACEMENT,
DISCHARGE OR DISPOSAL OF ANY INDUSTRIAL OR HAZARDOUS WASTE INTO
THE SANITARY WASTEWATER SYSTEM OR THE IWTF (VIA THE LIFT
STATION), WHICH INDUSTRIAL OR HAZARDOUS WASTE CONTAINS SUCH
CONSTITUENTS OR CHARACTERISTICS AS WOULD: (a) CAUSE A VIOLATION
OF LANDLORD'S INDUSTRIAL AND SANITARY WASTEWATER DISCHARGE
PERMITS; (b) CAUSE A PASS THROUGH OR INTERFERENCE AT THE CITY OF
FORT WORTH'S PUBLICLY OWNED TREATMENT WORKS OR AT THE IWTF; OR
(c) CAUSE A VIOLATION OF THE WASTEWATER STANDARDS RESULTING IN
ADDITIONAL COSTS TO EITHER TREAT THE INDUSTRIAL OR HAZARDOUS
WASTE OR REPAIR DAMAGE TO THE EQUIPMENT OR FILTERS AT THE IWTF.
15.1.4.IN EACH CASE ABOVE, 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 15 shall survive any termination of this Lease.
ARTICLE 16.
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:
16.1.1. THE POSSESSION, USE OR OCCUPANCY OF THE FACILITY BY
TENANT, OR ITS EMPLOYEES, AGENTS, SUBTENANTS, OR CONTACTORS; OR
16.1.2. ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR
UNLAWFUL ACT OF TENANT OR TENANT'S AGENTS, EMPLOYEES, LICENSEES,
SUBTENANTS, CONTRACTORS, OR INVITEES; OR 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
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3C0714
SERVICES COMPANY'S AGENTS, EMPLOYEES, LICENSEES, OR INVITEES. THE
PROVISIONS OF THIS SECTION 16.1 SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS LEASE.
ARTICLE 17.
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:
17.1.1. 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;
17.1.2. 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
17.1.3. 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: (a) terminate this
Lease; (b) terminate Tenant's right of possession of the Leased Premises, without terminating this
Lease, and relet the Leased Premises on behalf of Tenant; (c) enter and take possession of the
Leased Premises; (d) remove and store all Tenant's furniture, fixtures, equipment, and personal
property in the Leased Premises; (e) enter the Leased Premises and cure the Event of Default; and
(f) 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.
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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17.3. Measure of Damages.
17.3.1. Performance of Tenant's Obligations. _ If Landlord cures Tenant's Default, then
Tenant will immediately pay Landlord: (a) all reasonable expenses incurred by Landlord in
enforcing this Lease, including all legal costs (including attorneys' fees); (b) all reasonable
expenses incurred by Landlord in curing Tenant's Default; and (c) all other damages incurred by
Landlord due to the Event of Default, subject to Landlord's duty to mitigate any and all such
damages.
17.3.2. 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: (a) the reasonable cost of recovering the Leased
Premises and removing and storing Tenant's furniture, fixtures, equipment, and personal property
or other property; and (b) the amounts referenced in Section 17.3.3. 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 17.3.3.
17.3.3. Lease Payments 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 expires.
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: (a) is an Affiliate of Tenant; (b)
desires to lease for a shorter or longer term than remains under this Lease; (c) requires
improvements to be made to the Leased Premises at Landlord's expense; (d) desires to reconfigure
or combine the Leased Premises with another space; or (e) desires to change the permitted use or
take only a part of the Leased Premises.
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 (60) 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 (60) days are required for performance then Landlord shall
not be in default if Landlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion (but not to exceed an additional sixty (60)
days). If Landlord fails to perform Landlord's obligations within such timeframe after receipt of
written notice of such default, except in cases of emergency, Tenant may at its option (but shall
not be required to) perform such obligations on Landlord's behalf, and the actual and reasonable
costs thereof shall be due and payable by Landlord within thirty (30) days after written notice to
Landlord. Notwithstanding anything in this Lease to the contrary, in the event Tenant has not
received such payment within such thirty (30) day period, then Tenant may offset said amounts
against Base Rent subject to the Offset Limit (as such term is defined herein). The maximum
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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amount that Tenant may deduct in any one month (the "Offset Limit") shall be limited to the
greater of. (a) twenty-five percent (25%) of the then monthly Base Rent; or (b) 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 18.
MISCELLANEOUS
18.1. Assignment and Subleasing.
18.1.1. 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.
18.1.2. 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.
18.1.3. 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: (a) 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
(b) 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. Attorneys' Fees. If either party brings an action in litigation related to this Lease, the
prevailing party shall be entitled to recover from the non -prevailing party the reasonable attorneys'
fees and litigation costs incurred by such prevailing party in connection with such litigation.
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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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. Payments. 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:
18.7.1. When delivered, if delivered in person (and a signed acknowledgment of receipt is
obtained);
18.7.2. One (1) business day after dispatch, if dispatched by a recognized express delivery
service which provides signed acknowledgments of receipt; or
18.7.3. 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 Tail, IOth 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
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
If to Tenant-
Wallport Transit Xpress (WTX), Inc.
2205 N Hwy 146
Laporte, TX 77571
Attention: David Graglia
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. BindingEffect. ffect. 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 complying
with applicable laws of the State of Texas, which memorandum of lease may be recorded by the
party requesting same at such parry's cost.
18.14. Construction. This Lease is the product of negotiations between the parties and shall be
construed as if jointly prepared and drafted by them. No provision hereof shall be construed for
or against any party due to its actual role in the preparation or drafting hereof by reason of
ambiguity in language, rules of construction against the drafting party or similar doctrine.
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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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 except Hillwood Realty Services Corporation,
whose commission Landlord shall pay pursuant to a separate agreement. Tenant shall have no
obligation to any commission.
18.17. Compliance with Laws. Tenant must at all times conduct its operations at and use the
Leased Premises in material compliance with all statutes, laws, rules, regulations and ordinances
as may exist from time to time. Landlord must at all times perform its obligations under this Lease
in material compliance with all statutes, laws, rules, regulations and ordinances as may exist from
time to time.
18.17.1. Tenant Compliance. Tenant hereby represents and warrants that, prior to the
Effective Date, it shall have obtained:
18.17.1.1. 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
18.17.1.2. 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.
18.17.2. Landlord Compliance. 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:
18.17.2.1. Any such permit as is necessary or required by any governmental
or quasi -governmental authority to operate the Fuel Farm, the IWTF and the CUP Facility
including, without limitation, permits related to air, storm water, waste, and wastewater, and
18.17.2.2. 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 party is unable, either in whole or part, to fulfill its obligations
under this Lease due to acts of God; strikes, lockouts, or other industrial disturbances; acts of
public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes;
fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of
the United States or of any state; declaration of a state of disaster or of emergency by the federal,
state, county, or city government in accordance with applicable law; issuance of a Level Orange
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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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.
Exhibits:
Exhibit A — Jet Fuel Specification Intentionally Deleted
Exhibit B-1 — Site Plan
Exhibit B-2 — Leased Premises
Exhibit C — Uplift Services — Intentionally Deleted
Exhibit D — Fees for Uplift Services — Intentionally Deleted
Exhibit E — CUP Utilities and Services — Intentionally Deleted
Exhibit F — CUP Utilities and Services Fees — Intentionally Deleted
Exhibit G — Common Area Fees — Intentionally Deleted
Exhibit H — Tenant Improvements — Intentionally Deleted
[Signature Page Follows]
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61 F4-B985-4679-AD2B-0244EF3CO714
The parties hereto have executed this Lease to be effective on March 2 3 rd , 2026
(the "Effective Date").
LANDLORD:
CITY OF FORT WORTH,
a Texas home rule municipal corporation
✓AILYM= .
Valerie Washington (Mar 23, 2026 10:33:39 CDT)
Valerie Washington
Assistant City Manager
Approved By:
Marilyn Marvin, Director
Property Management Department
TENANT:
WALLPORT TRANSIT XPRESS (WTX), INC.,
a foreign for -profit corporation
Sign by:
13F D290 445
D...
avi rag is
President
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.
Steve Chilton (Mar 23, 2026 09:54:12 CDT)
Steve Chilton, Lease Manager
Property Management Department
Approved as to form and legality:
c4ndac,-15! a �a.
Candace Pagliara (Mar 23, 610:31
Candace Pagliara
Assistant City Attorney
Attest`:`
Jannette S. Goodall
City Secretary
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Contract Authorized by M&C: 26-0199
Form 1295: 2025-1396514
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
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EXHIBIT A
JET FUEL SPECIFICATION
[Intentionally Deleted]
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3CO714
EXHIBIT B-1
SITE PLAN
1 - ,
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3CO714
EXHIBIT B-2
LEASED PREMISES
I
Its
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3CO714
EXHIBIT C
UPLIFT SERVICES
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3C0714
EXHIBIT D
FEES FOR UPLIFT SERVICES
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3CO714
EXHIBIT E
CUP UTILITIES AND SERVICES
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3CO714
EXHIBIT F
CUP UTILITIES AND SERVICES FEES
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3C0714
EXHIBIT G
COMMON AREA FEES
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3C0714
EXHIBIT H
TENANT IMPROVEMENTS
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Wallport Transit Xpress (WTX), Inc. Facilities Lease Agreement
Docusign Envelope ID: ODEF61F4-B985-4679-AD2B-0244EF3CO714
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 3/10/2026 REFERENCE **M&C 26- LOG NAME: 21 WALLPORT TRANSIT XPRESS
NO.: 0199 FACILITY LEASE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 10) Authorize Execution of a Facility Lease Agreement with Wallport Transit
Xpress (WTX), Inc. for Approximately 43,560 Square Feet of Parking Lot Space
at the Alliance Fort Worth Maintenance Facility Located at 2016 Eagle Parkway, Fort
Worth, Texas, 76177
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a facility lease agreement with
Wallport Transit Xpress (WTX), Inc. for approximately 43,560 square feet of parking lot space at
the Alliance Fort Worth Maintenance Facility located at 2016 Eagle Parkway, Fort Worth, Texas,
76177.
DISCUSSION:
Wallport Transit Xpress (WTX), Inc. (WTX) is a transportation and logistics company that provides
freight and cargo hauling services to its customers and has requested the use of approximately
43,560 square feet of parking lot space, at the Alliance Fort Worth Maintenance Facility (AMF), to
be used for storage of its trucks and heavy goods vehicles.
As a result of negotiations between the City of Fort Worth Property Management Department,
Hillwood Properties (AMF property manager) and WTX, the parties have agreed to lease the
parking lot space under the following terms:
Term to expire on September 30, 2027;
WTX may install, at its sole expense, one mobile trailer on its leased premises after obtaining written
approval from the City of Fort Worth;
WTX assumes all utility and maintenance expenses for the leased space during the term of the lease;
and
Rent is a gross rate that includes common area fees and is based upon 43,560 square feet as
follows:
Months
Rent Rate
Monthly Rent
Annual Rent
1 - 12
$1.00
$3,630.00
$43,560.00
13 - 20
$1.05
$3,811.50
$30,492.00
Total base rent, resulting from the 20-month term of this lease agreement, is estimated to
contribute $74,052.00 toward the Alliance Maintenance Facility Fund.
This property is located in Council District 10.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that, upon approval of the above recommendation and execution
of the lease agreement, funds will be deposited into the Alliance Maintenance Facility Fund. The
Property Management Department (and Financial Management Services) is responsible for the
collection and deposit of funds due to the City.
FORTNVORTI1
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=34242&councildate=3/10/2026[3/11/2026 1:10:26 PM]
Docusign Envelope ID: ODEF6lF4-B985-4679-AD2B-0244EF3CO714
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FROM
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Submitted for City Manager's Office by:
Additional Information Contact:
ATTACHMENTS
Valerie Washington (6199)
Marilyn Marvin (7708)
Marilyn Schoening (7581)
21 WALLPORT TRANSIT XPRESS FACILITY LEASE.pdf (CFW Internal)
FID Table for WALLPORT TRANSIT XPRESS FACILITY LEASE.xlsx (CFW Internal)
Form 1295 Certificate 101464802 Final.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=34242&councildate=3/10/2026[3/11/2026 1:10:26 PM]
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: WALLPORT TRANSIT XPRESS (WTX), INC.
Subject of the Agreement: FACILITIES LEASE AGREEMENT
M&C Approved by the Council? * Yes ❑✓ No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ❑✓
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No ❑✓
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: upon ACM signature
If different from the approval date.
Expiration Date: September 30, 2027
If applicable.
Is a 1295 Form required? * Yes ❑✓ No ❑
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
n/a
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑✓ No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.