HomeMy WebLinkAboutContract 46627 CITY SECRETARY
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ON
CTRACT NO. b a
FUEL FARM LICENSE AGREEMENT
This FUEL FARM LICENSE AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
organized under the laws of the State of Texas, and ALLIANCE AVIATION MANAGEMENT,
LTD. ("Fuel Servicer"), a Texas limited partnership. AT Fuel Services, LLC ("AT"), a Texas
limited liability company, and AFWM Services, LLC ("AFWM"), a Texas limited liability
company,join this Agreement as parties for the limited purposes set forth herein.
Recitals
The following statements are true and correct and form the basis upon which the City and
Manager have entered into this Agreement:
A. Fuel Servicer currently serves as the Fixed Based Operator at Fort Worth Alliance
Airport (the "Airport"), providing, among other things, fueling services for aircraft using the
Airport. Fuel Servicer is an affiliate of Alliance Air Management, Ltd., which manages the Airport
under City Secretary Contract No. 20060, as amended and assigned.
B. The City owns the AFW maintenance facility property (formerly the American
Airlines maintenance facility (the "AFW Maintenance Facility Property"), which is immediately
adjacent to the Airport and which has airside access to and from the Airport. AFWM manages the
AFW Maintenance Facility Property for the City under that certain Property Management
Agreement dated February 5, 2015 between AFWM and AllianceAirport Authority, Inc., as
assigned to the City (the "Property Management Agreement"). AT manages the fuel farm
located on the AFW Maintenance Facility Property for the City under that certain Fuel Farm
Management Agreement dated February 5, 2015 between AT and AllianceAirport Authority, Inc.,
as assigned to the City (the "Fuel Farm Management Agreement").
M C. Fuel Servicer wishes to contract with the United States Air Force to provide
n significant fueling services from approximately April 19, 2015 through May 3, 2015 (the "Fueling
rn Operations"). It is anticipated that the Fueling Operations will require more capacity for aircraft
a
v fuel than the fuel farm at the Airport alone can provide. As a result, Fuel Servicer has requested
that the City allow it to use the fuel farm on the AFW Maintenance Facility Property in order to
store additional fuel and to provide adjunct fueling services in order to fulfill its Fueling Operations
0 obligations.
D. The City is willing to grant Fuel Servicer a license to use the AFW Maintenance
Facility Property for portions of the Fueling Operations solely in accordance with the terms and
conditions of this Agreement.
Page 1 LOFFICIALRECORD
FuelFarm License Agreement between Ty REYARYCity of Fort Worth and Alliance Aviation Management,Ltd. THS TX
Agreement
In consideration of the mutual covenants, promises and obligations contained herein, the
City and Fuel Servicer agree as follows:
1. PROPERTY LICENSED.
The City hereby grants to Fuel Servicer a license to use the fuel farm on the AFW
Maintenance Facility Property and those portions of the AFW Maintenance Facility Property that
are reasonably necessary for Fuel Servicer to provide Fueling Operations.
2. TERM OF LICENSE.
The "Term" of this Agreement will commence on the last date as of which all parties have
executed this Agreement ("Effective Date") and expire at 11:59 P.M. on May 3, 2015, unless
terminated earlier as provided herein.
3. FUEL FLOWAGE FEES; LICENSE FEE.
Fuel Servicer agrees that all Fueling Operations, regardless of whether performed on the
Airport or on the AFW Maintenance Facility Property, will be subject to fuel flowage fees charged
in accordance with the adopted rate schedule for the Airport. Fuel Servicer will include fuel
flowage fees attributable to the Fueling Operations on the AFW Maintenance Facility Property with
its next submission of fuel flowage fees from the Airport following expiration of this Agreement.
In addition, as consideration for the license granted hereunder, Fuel Servicer will also pay the City a
license fee equal to fifteen percent (15%) of Net Fuel Revenue from all Fueling Operations,
regardless of whether those Fueling Operations occur on the Airport or on the AFW Maintenance
Facility Property (the "License Fee"). For purposes of this Agreement, "Net Fuel Revenue"
means the difference between total revenues received by Fuel Servicer or any affiliated entity for
the Fueling Operations and Fuel Servicer's total delivered cost of the fuel product provided for
those Fueling Operations, which total delivered cost will not include any charges or other costs
imposed by an affiliate of Fuel Servicer. Notwithstanding anything to the contrary in the Property
Management Agreement, AFWM understands and agrees that any revenues received by the City or
Fuel Servicer as a result of the Fueling Operations, including, but not limited to the License Fee
hereunder, will not constitute "Effective Gross Revenues" under the Property Management
Agreement and will not be included in calculating AFWM's Management Fee thereunder.
Notwithstanding anything to the contrary in the Fuel Farm Management Agreement, AT
understands and agrees that fuel deposited into the fuel farm on the AFW Maintenance Facility will
not constitute "Jet Fuel" under the Fuel Farm Management Agreement and will not be included in
calculating AT's Fuel Fee thereunder.
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
4. OPERATING STANDARDS.
Fuel Servicer will provide Fueling Operations on the AFW Maintenance Facility Property
in a manner that does not unreasonably interfere with the operations of existing tenants and other
authorized persons on the AFW Maintenance Facility Property. Fuel Servicer has reviewed and is
familiar with the City's obligations under its leases with existing tenants on the AFW Maintenance
Facility Property and agrees that none of its Fueling Operations thereon will cause the City to be in
breach of any of such leases. Fuel Servicer will provide Fueling Operations at the Airport in
accordance with all existing agreements between the City and Fuel Servicer and its affiliates as well
as with all existing rules and regulations applicable to the Airport.
5. REPORTS AND AUDITS.
Fuel Servicer will keep true and accurate books reflecting all fuel deliveries to the Airport
and the AFW Maintenance Facility Property and pertaining to the Fueling Operations provided
thereon during the Term. Within thirty (30) calendar days following expiration of the Term, Fuel
Servicer will provide the directors of the City's Aviation Department and Economic Development
Department or their authorized representatives with a detailed statement outlining all fuel deliveries
to the Airport and the AFW Maintenance Facility Property (related to the Fueling Operations) and
Fueling Operations provided thereon during the Term. Fuel Servicer will remit the License Fee to
the director of the City's Economic Development Department or his authorized representative
within thirty (30)calendar days following expiration of the Term.
6. MAINTENANCE AND REPAIRS.
6.1. General Maintenance and Repairs by Fuel Servicer.
Fuel Servicer agrees that, in connection with its Fueling Operations, it will keep and
maintain the AFW Maintenance Facility Property in as good, clean and sanitary condition as
existed at the Effective Date, reasonable wear and tear excepted. Fuel Servicer will be
responsible for all damages to or on the AFW Maintenance Facility Property to the extent
that such damages are caused by or connected with the Fueling Operations. The City will
not be liable for any damage or loss suffered by Fuel Servicer's business or business
operations that may be caused by the bursting, overflowing or leaking of sewer or steam
pipes, from water from any source whatsoever, or from any heating fixtures, plumbing
fixtures, electric wires, noise, gas or odors, or from causes of any other matter that occur on
the AFW Maintenance Facility Property, provided Fuel Servicer will not be liable for
actions or failures to act of the City, prior to or during the Term.
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
6.2. Performance.
If Fuel Servicer is expressly responsible under this Agreement for any maintenance
or repairs, the City will notify Fuel Servicer in writing if such has not been performed. Fuel
Servicer agrees to undertake such maintenance or repair work diligently within thirty (30)
calendar days following receipt of such notice. If Fuel Servicer fails to undertake the
required maintenance or repairs within this time, the City may, in its discretion, undertake
such maintenance or repairs on behalf of Fuel Servicer. In this event, Fuel Servicer will
reimburse the City for the reasonable cost of the maintenance or repairs within thirty (30)
calendar days following receipt of a written invoice from the City.
6.3. Environmental Remediation.
Fuel Servicer agrees that it has inspected the AFW Maintenance Facility Property
and is fully advised of its own rights without reliance upon any representation made by the
City concerning the environmental condition of the AFW Maintenance Facility Property.
FUEL SERVICER, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT WILL
BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF
ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL
REGULATIONS OR STANDARDS ON THE AFW MAINTENANCE FACILITY
PROPERTY TO THE EXTENT THAT SUCH VIOLATION IS CAUSED ON
ACCOUNT OF OR IN CONNECTION WITH THE FUELING OPERATIONS.
7. INSURANCE.
7.1. Types of Coverage and Limits.
Fuel Servicer will procure and maintain at all times during the Term, in full force
and effect, a policy or policies of insurance as specified in this Section7, naming the City of
Fort Worth as an additional insured and covering all risks related to its use of the AFW
Maintenance Facility Property and Fueling Operations thereon as provided for herein. Fuel
Servicer will obtain the following insurance coverage at the limits specified herein:
• Commercial General Liability:
$5,000,000 per occurrence,
including products and completed operations;
• Aviation Liabili—ty:
$5,000,000 per occurrence;
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
• Automobile Liability:
$1,000,000 per accident,
including, but not limited to, coverage on any motor vehicle used in or related to the
Fueling Operations on the AFW Maintenance Facility Property, including hired and
non-owned vehicles;
• Environmental Impairment Liability:
$1,000,000 per occurrence.
7.2. Additional Requirements.
Fuel Servicer must maintain its insurance with underwriters authorized to do
business in the State of Texas and that are reasonably satisfactory to the City. The policy or
policies of insurance must be endorsed to cover all of Fuel Servicer's operations on the
AFW Maintenance Facility Property.
7.3. Certificates.
As a condition precedent to the effectiveness of this Agreement, Fuel Servicer will
provide the City with appropriate certificates of insurance signed by the respective
insurance companies as proof that it has obtained the types and amounts of insurance
coverage required herein. At the City's request at any time during the Term of this
Agreement, Fuel Servicer will provide the City with evidence that such coverage is then
currently in full force and effect.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Fuel Servicer will operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of the City. Fuel Servicer will have the exclusive right to control the details of its Fueling
Operations on the AFW Maintenance Facility Property and will be solely responsible for the acts
and omissions of its officers, agents, servants, employees, contractors (other than the City),
subcontractors, patrons, licensees and invitees. Fuel Servicer acknowledges that the doctrine of
respondeat superior will not apply as between the City and Fuel Servicer, its officers, agents,
employees, contractors and subcontractors. Fuel Servicer further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between the City and Fuel Servicer.
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management.Ltd.
9. INDEMNIFICATION.
FUEL SERVICER,AT NO EXPENSE TO THE CITY, WILL INDEMNIFY, DEFEND
AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, TENANTS, SERVANTS
AND/OR EMPLOYEES, FROM AND AGAINST ANY CLAIM, LAWSUIT OR OTHER
ACTION FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO FUEL
SERVICER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT THAT SUCH
DAMAGES ARE CAUSED BY OR CONNECTED WITH THE FUELING OPERATIONS
AND ARE NOT CAUSED BY THE GROSS NEGLIGENCE OF THE CITY, ITS OFFICERS
OR EMPLOYEES. THIS SECTION 10 WILL SURVIVE EXPIRATION OR TERMINATION
OF THIS AGREEMENT.
10. DEFAULT.
If Fuel Servicer breaches or defaults under any provision of this Agreement, the City will
deliver written notice to Fuel Servicer specifying the nature of such breach or default, and the
parties will diligently and in good faith endeavor to resolve and cure such breach or default at no
cost to the City. If Fuel Servicer cannot cure the breach or default within seventy-two (72) hours of
receipt of such notice, and the City reasonably believes that Fuel Servicer's continuing to provide
Fueling Operations on the AFW Maintenance Facility Property will cause damage to the AFW
Maintenance Facility Property or to any of the City's tenants thereon, the City will have the right to
terminate this Agreement immediately.
11. DUTIES OF THE PARTIES UPON TERMINATION OR EXPIRATION.
Upon termination or expiration of this Agreement, all rights, powers and privileges granted
to Fuel Servicer hereunder will cease, provided any fuel stored in the fuel farm on the AFW
Maintenance Facility Property by Fuel Servicer for purposes of conducting the Fueling Operation
and which remains unused at the expiration of the Term, shall remain the property of Fuel Servicer
which will make reasonable efforts to remove such fuel as promptly as possible.
12. NOTICES.
Notices required pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when(i) hand-delivered to the other party, its agents, employees,
servants or representatives; (ii) by U.S. Postal Service Express Mail, Federal Express or other
overnight courier; or (iii) by facsimile transmission, with confirmed notice of receipt, addressed as
follows:
Page 6
Fuel Farre License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
To the City:
City of Fort Worth
Attn: Director
Economic Development Department
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817) 392-6134
with a copy to:
City of Fort Worth
Attn: Director
Aviation Department
4201 N. Main St.
Fort Worth TX 76106
Facsimile: (817) 392-5413
To Fuel Servicer:
Alliance Aviation Management, Ltd.
Attention: Thomas J. Harris
2221 Alliance Blvd., Ste. 100
Fort Worth, Texas 76177
Facsimile: (817) 890-1099
13. ASSIGNMENT.
Fuel Servicer may, without City's consent, assign this Agreement to any one or more of the
following persons: (i) H.R. Perot, Jr.; (ii) any ascendant, descendant, spouse or sibling of H.R.
Perot, Jr.; (iii) any trust, family limited partnership or similar entity established primarily for the
benefit of one or more persons described in subparagraphs (i) and/or (ii) above, or the estate of any
such person; and/or (iv) any affiliate of the foregoing. Fuel Servicer may not assign this Agreement
to any other person or entity without the express written consent of the City.
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
14. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Fuel Servicer, its officers, agents, servants, employees, contractors, subcontractors,
licensees and invitees, must comply with all applicable federal, state and local laws, ordinances,
rules and regulations in the use of the AFW Maintenance Facility Property and the provision of
Fueling Services thereon. If the City notifies Fuel Servicer or any of its officers, agents, employees,
contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or
regulations, Fuel Servicer must immediately desist from and correct, or cause desistance and
correction of, the violation.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of that party's right
to insist upon appropriate performance or to assert any such right on any future occasion.
17. NO THIRD PART I RiGII T S.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Fuel Servicer, and any lawful assignees thereof, and are not intended to grant any rights, contractual
or otherwise,to any other person or entity.
18. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement or any Fueling Operations, venue for such action shall lie in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District
of Texas, Fort Worth Division. This Agreement will be construed in accordance with the laws of
the State of Texas.
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
19. SEVERABILITY.
If any provision of this Agreement is be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
20. FORCE MAJEURE.
The City and Fuel Servicer will exercise every reasonable effort to meet their respective
obligations as set forth in this Agreement, but will not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of
omission, fires, strikes, lockouts, national disasters, wars, riots, acts of terror, material or labor
restrictions, transportation problems and/or any other cause beyond the reasonable control of the
City or Fuel Servicer.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
22. ENTIRETY OF AGREEMENT.
This written instrument contains the entire understanding and agreement between the City
and Fuel Servicer as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provisions of this
Agreement. The terms and conditions of this Agreement may not be amended unless agreed to in
writing by both parties.
23. Counterparts.
This Agreement may be executed in any number of counterparts. Each counterpart shall be
deemed an original, and all counterparts shall be deemed the same instrument with the same effect
as if all parties hereto had signed the same signature page. Each party may transmit its signature by
facsimile or e-mail (PDF or similar), and any faxed or e-mailed signed counterpart of this
Agreement shall have the same force and effect as an original.
EXECUTED in multiples as of the later date set forth below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES]
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Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
CITY OF FORT WORTH:
By:
Name: a �ocl.aa . •�e.
Acting Assistant City Manager
Date: A� "17- JS
ATTEST:
By:
Kay
City Secre
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
Res. No.:—,V 1/3 6 - 0 4-2 D/S
ALLIANCE AVIATION MANAGEMENT,LTD.,
a Texas limited partnership:
By its General Partner: Alliance Air Services, Inc.
By:
Name:
Title:
Date:
OFFICIAL RECORD
CITY SECRE'T'ARY
FT. WORTH,TX
Page 10
Fuel Farm License Agreement between
City of Fort Worth and Alliance Aviation Management,Ltd.
CITY OF FORT WORTH:
By.
David Cooke
City Manager
Date:
ATTEST:
By.
Mary Kayser
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
Res.No.
ALLIANCE AVIATION MANAGEMENT,LTD.,
a Texas limited partnership:
By its General Partn : Alliance Air Services,Inc.
By:
Name: mas J. Harris
Title: President
Date: April 17,2015
OFFICIAL RECORD
Page 10
Fuel Faun License Agreement between CITY SECRETARY
City of Fort Worth and Alliance Aviation Management,Ltd. F�'■WORTH,TX
AFWM joins this Agreement for the limited purpose of acknowledging its understanding of and
agreement with the penultimate sentence of Section 3.
AFWM SERVICES,LLC,
a Texas limited liability company:
Byej&-Ktl�v
Charlie CiObell
Vice President
Date: Agdl 17,2015
AT joins this Agreement for the limited purpose of acknowledging its understanding of and
agreement with the last sentence of Section 3.
AT FUEL SERVICES,LLC,
a Texas limited liability company:
By:
Th J. Hams
President
Date: Auril l7,2015
Page I
Fuel Farm LicMW A fnremcni bLtvmm
City of Fort Wonh and Alliance Aviation Management.Ltd.
A Resolution
NO. 4436-04-2015
s
AUTHORIZING EXECUTION OF A LICENSE AGREEMENT WITH
ALLIANCE AIR MANAGEMENT, LTD. OR AN AFFILIATED ENTITY FOR
TEMPORARY USE OF THE FUEL FARM AT THE AFW MAINTENANCE
FACILITY ADJACENT TO FORT WORTH ALLIANCE AIRPORT
WHEREAS, under City Secretary Contract No. 20060, as amended and assigned,
Alliance Air Management, Ltd. ("Airport Manager") currently manages Fort Worth
Alliance Airport (the "Airport") and serves as the Airport's Fixed Base Operator,
providing, among things, fueling services for aircraft using the Airport; and
t
WHEREAS, the City owns the AFW maintenance facility property (formerly the
American Airlines maintenance facility) (the "AFW Maintenance Facility"), which is
immediately adjacent to the Airport and which has airside access to and from the
Airport; and
WHEREAS, the Airport Manager wishes to contract with the U.S. Air Force to
provide significant fueling services from approximately April 19th until May 3, 2015
(the "Fueling Operations"); and
WHEREAS, it is anticipated that the Fueling Operations will require more
capacity for aircraft fuel than the fuel farm at the Airport alone can provide; and
I
WHEREAS, the Airport Manager has requested that the City allow it to use the
fuel farm at the AFW Maintenance Facility in order to store additional fuel and to
provide adjunct fueling services in order to fulfill the Fueling Operations; and
WHEREAS, the City is willing to grant the Airport Manager a license for use of
the fuel farm at the AFW Maintenance Facility for this purpose, subject to the terms and
conditions set forth below;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS: i
THAT the City Manager is hereby authorized to execute a license agreement j
with the Airport Manager for use of the fuel farm at the AFW Maintenance Facility in '
i
rVVb
I
I
,
1
Resolution No.4436-04-2015
order to store fuel and to provide fueling services in order to fulfill the Fueling
Operations, under the following conditions:
• The term will commence April 19, 2015 and expire May 3, 2015; t
• The Airport Manager will pay the City a license fee equal to 15% of net I
revenue from Fueling Operations, regardless of whether those Fueling
Operations occur on the Airport or on the AFW Maintenance Facility
property.
• The Airport Manager may not assign the license agreement to any entity
other than an affiliate. s
• The Airport Manager will fully indemnify and defend the City and any
tenants or other authorized persons on the AFW Maintenance Facility ;
property (other than AFWM Services, LLC; AT Fuel Services, LLC; and any
other entities affiliated with them or the Airport Manager) from and against
any and all damages resulting from the Fueling Operations on such property, ;
except to the extent that such damages are caused by the gross negligence of
the City or such tenants or other authorized persons;
• The Airport Manager will provide liability, environmental, pollution and
such other insurance coverage that is satisfactory to the City's Risk
Manager, with such policies endorsed to name the City and any tenants at
the AFW Maintenance Facility as additional insureds; and f
• The City Manager or his authorized designee will have the right to require
any other terms and conditions under the license agreement that the City
Manager or his designee deems necessary and appropriate under the
circumstances.
Adopted this 14th day of April, 2015.
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