HomeMy WebLinkAboutContract 54414 CITY SECRETARY
C0111MACT NO.
TANK FARM LEASE AND PUBLIC FUELING AGREEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
This TANK FARM LEASE AND PUBLIC FUELING AGREEMENT ("Lease" or
Agreement)is made and entered into by and between the CITY OF FORT WORTH("Lessor"),
a home rule municipal corporation organized under the laws of the State of Texas, acting by and
through Fernando Costa, its duly authorized Assistant City Manager, and FW AMERICAN
AERO OPERATING COMPANY, LLC ("Lessee"),, a Delaware limited liability company,
acting by and through JAY H. HEBERT, its duly authorized Vice President.:
In consideration of the mutual covenants, promises and obligations contained herein,
Lessor and Lessee agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee a Fuel Tank Farm at Fort Worth Meacham International
Airport ("Airport") in Fort Worth, Tarrant County, Texas, ("Premises"), known as the South
Fuel Farm as shown in Exhibit "A" attached hereto and hereby made a part of this Lease for all
purposes.
2. TERM OF LEASE.
2.1 Initial Term.
The initial term of this Lease shall commence on the date of execution of the lease
("Effective Date") and expire at 11:59 P.M. on September 30, 2045 unless terminated
earlier as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options
to renew this Lease for additional successive terms of five(5)years each(each a"Renewal
Term") at a rental rate calculated in accordance with Section 3.1 and 3.2 of this Lease and
on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify
Lessor in writing of its intent to exercise a respective option not less than ninety (90) days
and no more than one hundred eighty(180) days prior to the expiration of the term then in
effect. If Lessee does not exercise its option for a first Renewal Term within the time frame
provided herein, Lessee shall automatically and simultaneously forfeit its second option to
lease the Premises for a second Renewal Term, and Lessee shall no longer have any rights
or interest in the Premises following the expiration of the Initial Term, other than as set
forth herein.
OFFICIAL RECORD
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RECEIVED CITY SECRETARY
AUG 2 7 2020 FT WORTH,TX
CIiYOFFORTWORTH
CITYSECRERRY
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month-to-month tenancy. In this event,for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided
by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the
time of the holdover.
3. RENT,FEES AND OTHER CHARGES.
3.1. Tank Farm Usal4e Fee.
Lessee shall pay a monthly rental amount of Four Hundred Dollars($400.00)for its
lease of the Tank Farm Premises in accordance with Lessor's published Schedule of Rates
and Charges. Rental rates shall comply and adjust with the rates prescribed for the Premises
by Lessor's published Schedule of Rates and Charges in effect at the same time;however,the
City Council may, in its discretion, adjust tank farm usage fees for all users at the Airport, in
which case the adjusted rates shall be applied.
3.2 Fuel Flowage Fees.
The fuel flowage fee rate scale is based on the number of gallons of fuel delivered
to the Premises annually. Therefore, on the Effective Date, Lessee will pay a fuel flowage
fee payment of$0.18 per gallon, and the above calculations will begin anew through the
following September 30th;provided,however,that the City Council may, in its discretion,
adjust fuel flowage fees and rate scales for all providers of Fixed Base Operator("FBO")
services at the Airport, as may be set forth in the Schedule of Rates and Charges, in which
case the adjusted rates shall be applied.
Payments of the fuel flowage fees are due and payable on the tenth (loth) day of
each month succeeding that in which aircraft fuels were delivered to the Premises.
Payments must be received during normal working hours by such date at the location for
Lessor's Aviation Department set forth in Section 18. This fee shall be considered past
due if Lessor has not received full payment after the fifteenth (15th) day of the month for
which payment is due. Lessor will assess a late penalty charge of ten percent (10%) per
month on top of the entire month's fee for each month in which a fee is past due.
3.3. Other Fees and Charges.
Lessee agrees to pay all other fees and charges stipulated in the Lessor's published
Aviation Minimum Standards ("Minimum Standards") as they exist or may hereafter be
amended and as they apply to the specific operations of Lessee on the Premises. The
Minimum Standards is a public document adopted by the City Council on June 22, 2014,
on file and available for public inspection in the City Secretary's Office, and incorporated
herein by reference for all purposes.
4. REPORTS AND AUDITS.
Lessee shall keep true and accurate books reflecting all fuel deliveries to the Premises.
Lessee shall furnish monthly fuel delivery reports and fuel sales reports to the Aviation Department
Director or authorized representative (collectively, the "Director"). Within thirty (30) days
following the end of Lessor's fiscal year,Lessee shall submit to Lessor a detailed statement of the
total number of gallons of fuel delivered to the Premises. This statement shall be prepared at
Lessee's sole cost and expense by an independent Certified Public Accountant satisfactory to
Lessor. Any adjustment to the fuel flowage fee payments made during the preceding fiscal year
shall be made at this time. At any time during the term of this Agreement,the City shall have the
right to authorize an audit of Lessee's records as they pertain to its fueling operations at the Airport.
These audits shall be prepared at Lessor's expense by an independent Certified Public Accountant
selected by Lessor.
5. MINIMUM STANDARDS.
Unless otherwise specifically provided herein, all terms, conditions and covenants of
Lessee's FBO Permit as may subsequently be amended, which is attached as Exhibit "B,"
incorporated herein and made a part of this agreement for all purposes, shall apply in full force
and effect to this Agreement for the duration of the Initial Term and of any Renewal Term. Lessee
covenants and agrees that as an FBO it will, at all times, comply with the Minimum Standards.
Lessee's failure to otherwise abide by the Minimum Standards within two (2) business days after
Lessee's receipt of notice from Lessor of such failure shall result in the immediate termination by
Lessor of this Agreement.
6. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use
of all utility service to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, installation,
maintenance or repair of any and all utilities serving the Premises, including, but not limited to,
water, sanitary sewer, electric, gas and telephone utilities.
7. MAINTENANCE AND REPAIRS.
7.1. General Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, except ordinary wear and tear. For the purpose of Section 7.1,
ordinary wear and tear does not include deterioration to the Premises that are the result of
Lessee's negligence, abuse, carelessness or accident. Lessee covenants and agrees that it
will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and
expense, will make all repairs necessary to prevent the deterioration in condition or value
of the Premises, including, but not limited to,the maintenance of and repairs to all aircraft
fuel storage tanks and other structures, facilities, equipment, appurtenances and pavement
on the Premises. Lessee, at Lessee's sole cost and expense, shall promptly make any
changes,modifications or improvements to the Premises as they become necessary,subject
to prior written approval from Lessor and in accordance with all applicable federal, state
and local laws or regulations.Lessee shall be responsible for all damages caused by Lessee,
its agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair all such damages at Lessee's sole cost and expense.
Lessee agrees that, except as otherwise expressly provided herein, all
improvements,trade fixtures, furnishings, equipment and other personal property of every
kind or description which may at any time be on the Premises shall be at Lessee's sole risk
or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage
to such property or loss suffered by Lessee's business or business operations, which 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.
7.2. Inspection.
Lessor shall have the right and privilege, through its officers, agents, servants
and/or employees, to inspect the Premises at any time during normal business hours.
Lessor shall have the right to perform any and all duties or obligations that Lessor is
authorized or required to do under the terms of this Lease or to perform its governmental
duties under federal, state or local rules, regulations and laws. Lessee will permit the Fire
Marshal of the City of Fort Worth or authorized designees to inspect the Premises at any
time during normal business hours, and Lessee will comply with all recommendations
made to Lessee by the Fire Marshal or authorized designee to bring the Premises into
compliance with Fire Code and Building Code provisions, as such provisions exist or may
hereafter be added or amended. Lessee shall maintain in a proper condition accessible fire
extinguishers of a number and type approved by fire underwriters for the particular hazard
involved. Lessor shall provide Lessee with advance notice of inspection when reasonable
under the circumstances. Notwithstanding anything to the contrary in this Section 7.2,
Lessor shall have the right to inspect the Premises at any time and for any purpose in the
event of an emergency.
7.3. Performance.
If Lessee is responsible under this Lease for any maintenance or repairs,Lessor shall
notify Lessee in writing. Lessee agrees to undertake such maintenance or repair work
diligently within thirty(30) calendar days following receipt of such notice. If Lessee fails to
undertake the recommended maintenance or repairs within this time, Lessor may, in its
discretion, undertake such maintenance or repairs on behalf of Lessee. In this event,Lessee
will reimburse Lessor for the cost of the maintenance or repairs,and such reimbursement will
be due on the date of Lessee's next monthly rent payment following completion of the
maintenance or repairs.
7.4. Environmental Remediation.
Lessee agrees that it has inspected the Premises and is fully advised of its own rights
without reliance upon any representation made by Lessor concerning the environmental
condition of the Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES
THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
LESSEE, ITS OFFICERS,AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR INVITEES. Lessor shall be responsible for the remediation of
any violation of any applicable federal, state or local environmental regulations that is
caused by Lessor, its officers, agents, servants or employees. For any violation of any
applicable federal, state or local environmental regulations that is caused by a contractor
of Lessor(other than Lessee),a subcontractor,prior tenant or other third party,Lessor shall
be responsible for the remediation of the same or shall take all necessary steps to ensure
that the person or entity causing such violation remediates the same.
7.5. Lessee's Acceptance of Premises.
Lessee accepts the Premises in its present condition as satisfactory for all purposes
set forth in this Lease.
8. DAMAGE OR DESTRUCTION TO PREMISES.
In the event of fire or other casualty which damages or destroys all or any part of
the Premises,the following provisions shall apply:
8.1. Coverage by Lessee's Insurance.
Lessee's property insurance, as required by Section 13.1 of this Lease, shall be
primary to any insurance on the Premises carried by Lessor and shall be used exclusively
to repair or rebuild the damaged or destroyed portions of the Premises. Lessee shall be
responsible for oversight of all repairs or reconstruction on and to the Premises and shall
repair or rebuild the damaged or destroyed portions of the Premises to a standard that meets
or exceeds the condition of the Premises prior to the damage or destruction. All repair and
reconstruction activities carried out by or on behalf of Lessee shall be conducted in
accordance with Sections 9.2 through 9.6 of this Lease.
8.2. Premises Uninsured or Underinsured by Lessee.
If Lessee fails to carry adequate property insurance in accordance with Section 13.1
of this Lease,Lessor, at Lessor's sole option,may(i)terminate this Lease upon thirty(30)
days' advance written notice to Lessee or (ii) repair or rebuild the Premises substantially
to its former condition at Lessor's own cost and expense. If Lessor notifies Lessee in
writing within thirty (30) days following the date of damage or destruction that Lessor
intends to undertake the necessary repairs or reconstruction, and the damage or destruction
does not render the affected portion of the Premises untenable,this Lease shall continue in
effect without any rent abatement whatsoever so long as Lessor diligently commences the
repairs or reconstruction within one hundred eighty(180)days from the date of the damage
or destruction. If the damage or destruction does render the affected portion of the Premises
temporarily untenable, or Lessor does not commence the repairs or reconstruction within
one hundred eighty (180) days from the date of the damage or destruction, then for the
period of time between the date of damage or destruction and the date a certificate of
occupancy is issued for the portion of the Premises that was rendered untenable,rent shall
be proportionally reduced by the amount of square footage rendered untenable. Upon the
issuance of a certificate of occupancy and thereafter, rent shall comply with the Schedule
of Rates and Charges in effect at the time as they apply to the Premises as improved by
Lessor. In other words, if Lessee was paying an unimproved ground rate and,pursuant to
this Section 8.2,Lessor repaired or rebuilt the improvements similar to what existed on the
Premises on the Effective Date, then the subsequent rental rate would not be that for
unimproved land, but rather that which applied to similar improvements at the Airport at
the time.
9. CONSTRUCTION AND IMPROVEMENTS.
9.1. In General.
Lessee may, at its sole discretion, perform modifications, renovations or
improvements on or to the Premises (collectively, "Improvements") so long as it first
submits all plans,specifications and estimates for the costs of the proposed work in writing
and also requests and receives in writing approval from the Director of Aviation or his
designees; provided, however, "Improvements" shall not include any work related to the
Lessee's maintenance and repair obligations required under this Lease. Lessor agrees to
respond in writing to Lessee's requests for approval within thirty (30) calendar days of
receipt of such requests. Lessee covenants and agrees that it shall fully comply with all
provisions of this Section 9.1 in the undertaking of any such Improvements. Lessor shall
take full title to any Improvements on the Premises upon the expiration or earlier
termination of this Lease, provided that trade fixtures shall remain the property of Lessee
and may be removed so long as Lessee repairs any damage caused thereby.
9.2. Process for Approval of Plans.
Lessee's plans for Improvements shall conform to the Airport's architectural
standards and must also receive written approval from Lessor's Departments of
Development,Engineering and Transportation/Public Works. All plans,specifications and
work shall conform to all federal, state and local laws, ordinances, rules and regulations in
force at the time that the plans are presented for review.
9.3. Documents.
Lessee shall supply the Director of Aviation or his designees with comprehensive
sets of documentation relative to any Improvement, including, at a minimum, as-built
drawings of each project. As-built drawings shall be new drawings or redline changes to
drawings previously provided to the Director of Aviation or his designees. Lessee shall
supply the textual documentation in computer format as requested by Lessor.
9.4. Bonds Required of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond,executed by a corporate surety in accordance with Texas Government Code,Chapter
2253, as amended, in the full amount of each construction contract or project. The bonds
shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and
conditions of this Lease, including, but not limited to, the satisfactory completion of the
respective Improvements,and(ii)full payments to all persons, firms,corporations or other
entities with whom Lessee has a direct relationship for the construction of such
Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of
each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be
entitled to any interest earned thereon. Certificates of deposit shall be from a financial
institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal
Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the
certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such
interest. If Lessee fails to complete the respective Improvements, or if claims are filed by
third parties on grounds relating to such Improvements, Lessor shall be entitled to draw
down the full amount of Lessee's cash deposit or certificate of deposit and apply the
proceeds to complete the Improvements or satisfy the claims, provided that any balance
shall be remitted to Lessee.
9.5. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Improvement, Lessee's respective contractor
shall execute and deliver to Lessee surety performance and payment bonds in accordance
with the Texas Government Code,Chapter 2253,as amended,to cover the costs of all work
performed under such contractor's contract for such Improvements. Lessee shall provide
Lessor with copies of such bonds prior to the commencement of such Improvements. The
bonds shall guarantee(i)the faithful performance and completion of all construction work
in accordance with the final plans and specifications as approved by Lessor and (ii) full
payment for all wages for labor and services and of all bills for materials, supplies and
equipment used in the performance of the construction contract. Such bonds shall name
both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 9.4
shall apply.
9.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon(i),where Lessee
serves as its own contractor, verification that Lessee has completed construction work or
(ii),where Lessee uses a contractor, receipt of the contractor's invoice and verification that
the contractor has completed its work and released Lessee to the extent of Lessee's payment
for such work, including bills paid, affidavits and waivers of liens.
10. USE OF PREMISES.
Lessee agrees that it will use the Premises for the sole purpose of aircraft fuel storage and
that it will not store such fuel or receive deliveries of such fuel at any location at the Airport other
than the Premises and any other sites at the Airport that Lessee may lease exclusively(collectively
the "Leased Premises"). Lessee may also sell and dispense such items on (i) the public use
transient apron and (ii) at hangars and on other aprons at the Airport, subject to permission from
the respective parties in control of those properties. Lessee shall not in any manner sell or dispense
fuel on the Fuel Farm. Nothing in this Section 10 or any other provision of this Lease shall modify,
restrict or otherwise affect Lessee's rights at the Airport set forth in any other agreement or contract
between the Lessor and Lessee.
11. SIGNS.
Lessee shall not erect or maintain on the Premises any signs or billboards except those
required by applicable law or that,without advertising Lessee's operations at the Airport, identify
the fuel stored on the Premises. All signs permitted by this Lease shall be subject to prior written
approval by the Director as to placement,appearance,construction and conformity with applicable
laws, ordinances, rules and regulations.
12. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
12.1. Lessee's rights hereunder shall be subject to all existing and future utility easements
and rights-of-way granted by Lessor for the installation, maintenance, inspection,
repair or removal of facilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Lessee's rights additionally shall be
subject to all rights granted by all ordinances or statutes, which allow such utility
companies to use publicly owned property for the provision of utility services.
12.2. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building
or other structure which, in the opinion of Lessor,would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or
future avigational or navigational aids used at the Airport.
12.3. Lessor reserves the right to temporarily close the Airport or any of its facilities for
maintenance, improvements, safety or security of either the Airport or the public,
or for any other cause deemed necessary by Lessor. In this event, Lessor shall in
no way be liable for any damages asserted by Lessee under this Lease, including,
but not limited to, damages from an alleged disruption of Lessee's business
operations relating to this Lease.
12.4. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government,which relates to the
operation or maintenance of the Airport and is required as a condition for the
expenditure of federal funds for the development,maintenance or repair of Airport
infrastructure.
12.5. During any war or national emergency,Lessor shall have the right to lease any part
of the Airport, including its landing area,to the United States Government. In this
event, any provisions of this instrument,which are inconsistent with the provisions
of the lease to the Government, shall be suspended. Lessor shall not be liable for
any loss or damages alleged by Lessee as a result of this action. However, nothing
in this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government.
12.6. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and
pursuant to the Sponsor's Assurances given by Lessor to the United States
Government through the Federal Airport Act, a public document which is on file in
Lessor's City Secretary's Office and which is incorporated herein by reference for
all purposes. Lessee agrees that this Lease and Lessee's rights and privileges
hereunder shall be subordinate to the Sponsor's Assurances.
13. INSURANCE.
13.1. Tunes of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 13, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy,
maintenance, existence or location of the Premises. Lessee shall obtain the following
insurance coverage at the limits specified herein:
• Property:
Fire and Extended Coverage on all improvements on the Premises at full replacement
cost limit;
• Commercial General Liability:
$5,000,000 per occurrence, including products and completed operations;
• Automobile Liability:
$1,000,000 per accident,including,but not limited to,coverage on any automobile used
in Lessee's operations on the Premises;
• Environmental Impairment Liability:
$1,000,000 per occurrence.
In addition, Lessee shall be responsible for all insurance to construction,
improvements, modifications or renovations to the Premises and for personal property of its
own or in its care,custody or control.
13.2. Adjustments to Required Coverage and Limits.
Insurance requirements,including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option if(i)Lessor's risk manager
reasonably determines that additional coverage or increased limits are necessary to cover
Lessee's operations at the Airport; and (ii) such additional insurance and limits are
generally available and commercially reasonable. Lessee will accordingly comply with
such new requirements within thirty(30) days following notice to Lessee.
13.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor 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. Lessee hereby covenants and agrees that not less than thirty (30) days
prior to the expiration of any insurance policy required hereunder, it shall provide Lessor
with a new or renewal certificate of insurance. In addition,Lessee shall,at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and effect.
13.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance
shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no
cancellation or, termination of the policy or policies may occur without thirty (30) days'
prior written notice to Lessor;provided,however, only ten(10)days' notice is required for
cancelation due to non-payment.
14. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee of
Lessor. Lessee shall have the exclusive right to control the details of its operations and activities
on the Premises and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee
acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor
and Lessee.
15. LIABILITIES AND INDEMNIFICATION.
LESSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS,
DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND,
INCLUDING,BUTNOTLIMITED TO,PROPERTYLOSS,PROPERTYDAMAGEAND/OR
PERSONAL INJUR Y OFANYKIND,INCL UDING DEATH, TO ANYAND ALL PERSONS,
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CA USED BY THE NEGLIGENT OR WILLFUL ACTS) OR OMISSION(S) OF LESSEE,ITS
OFFICERS,AGENTS,SERVANTS,EMPLOYEESAND/OR SUBLESSEES. INADDITION,
LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES,
FROMAND AGAINSTANY 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 LESSEE'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 CA USED BY THE NEGLIGENT OR WILLFUL ACT(S) OR
OMISSION(S) OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES
AND/OR SUBLESSEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITYADEQUATE TO
AfAINTAINLESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL
COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA PERTAINING TO
AIRPORT SECURITY ON THE PREMISES, WHICH IS RELATED TO LESSEE'S
OPERATIONS THEREON AND SHALL COOPERATE WITH LESSOR IN THE
IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPORT. LESSEE SHALL PAYALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA
REGULATIONS APPLICABLE TO THE PREMISES OR TO PREVENT UNA UTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAININGACCESS TO THEAIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
16. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage or
personal damage, injury or death, Lessee hereby expressly waives its rights to plead defensively
any such immunity or exemption as against Lessor.
17. DEFAULT AND REMEDIES.
17.1. Failure by Lessee to Pay Rent,Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,Lessor shall
have the right to terminate this Lease immediately.
17.2. Failure to Have or Maintain FBO Certification.
If Lessee's FBO Permit is lawfully revoked or lawfully not renewed, Lessor shall
have the right to terminate this Lease immediately upon provision of written notice to
Lessee.
17.3. Failure to Comply with Other Terms or Conditions.
If Lessee breaches or defaults under any provision of this Lease.. Lessor shall deliver
written notice to Lessee specifying the nature of such breach or default. Lessee shall have
thirty(30) calendar days following such written notice to cure, adjust or correct the problem
to the standard existing prior to the breach.If Lessee fails to cure the breach or default within
such time period, Lessor shall have the right to terminate this Lease immediately;provided,
however,that in the event such breach or default cannot reasonably be cured within thirty(30)
calendar days following such written notice, Lessee shall not be in default if Lessee
commences to cure, adjust or correct the problem within such thirty (30) day period and
thereafter diligently and in good faith pursues such cure, adjustment or correction to
conclusion.
17.4. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within
twenty (20) days following the effective date of termination or expiration, Lessee shall
remove from the Premises all trade fixtures, tools, machinery, equipment, materials and
supplies placed on the Premises by Lessee pursuant to this Lease. After such time,Lessor
shall have the right to take full possession of the Premises, by force if necessary, and to
remove any and all parties and property remaining on any part of the Premises. Lessee
agrees that it will assert no claim of any kind against Lessor,its agents,servants,employees
or representatives, which may stem from Lessor's lawful termination of this Lease or any
act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights
granted hereunder excluding such acts of Lessor's negligence which cause direct damages
to Lessee.
18. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants
or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as
follows:
TO LESSOR: TO LESSEE:
City of Fort Worth Jay H. Hebert,Vice President
Aviation Department FW American Aero Operating Company, LLC.
201 American Concourse, Suite 330 251 American Concourse
Fort Worth, Texas 76106 Fort Worth, Texas 76106
19. ASSIGNMENTS AND SUBLETTING.
19.1. In General.
Lessee shall not assign, sell, convey, sublease or transfer any of its rights,
privileges, duties or interests granted by this Lease without the advance written consent of
Lessor,which consent shall not be unreasonably withheld or delayed.
19.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee,and such assignee
or sublessee shall be bound by the terms and conditions of this Lease the same as if it had
originally executed this Lease. The failure or refusal of Lessor to approve a requested
assignment or sublease shall not relieve Lessee of its obligations hereunder, including
payment of rentals,fees and charges.
20. LIENS.
20.1. Liens by Lessee.
Lessee acknowledges that it has no authority to engage in any act or to make any
contract, which may create or be the foundation for any lien upon the property or interest
in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole
cost and expense, shall liquidate and discharge the same within thirty (30) days of such
creation or filing. Lessee's failure to discharge any such purported lien shall constitute a
breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written
notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such
lien shall continue in effect following termination of this Lease and until such a time as the
lien is discharged.
20.2. Landlord's Lien.
IN ADDITION TO ANY APPLICABLE STATUTORY LANDLORD'S LIEN,
LESSEE GRANTS TO LESSOR, IN ORDER TO SECURE PERFORMANCE BY
LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, A SECURITY
INTEREST IN ALL GOODS, INVENTORY, EQUIPMENT, FIXTURES,
FURNITURE,IMPROVEMENTS, CHATTEL PAPER,ACCOUNTSAND GENERAL
INTANGIBLES, AND OTHER PERSONAL PROPERTY OF LESSEE NOW OR
HEREAFTER SITUATED ON OR I7V THE PREMISES OR OTHERWISE
RELATING TO LESSEE'S USE OF THE PREMISES, AND ALL PROCEEDS
THEREFROM (THE "COLLATERAL"). IF LESSOR TERMINATES THIS
AGREEMENT FOR A FAIL URE BYLESSEE TO PAYLESSOR RENT OR FOR ANY
OTHER BREACH OR DEFA ULT BY LESSOR, LESSOR MAY, IN ADDITION TO
ALL OTHER REMEDIES, WITHOUT NOTICE OR DEMAND EXCEPT AS
PROVIDED BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED PARTY
UNDER THE TEXAS UNIFORM COMMERCIAL CODE ("UCC"). IN
CONNECTION WITH ANY PUBLIC OR PRIVATE SALE UNDER THE UCC,
LESSOR SHALL GIVE LESSEE FIVE (5) CALENDAR DAYS'PRIOR WRITTEN
NOTICE OF THE TIME AND PLACE OF ANY PUBLIC SALE OF THE
COLLATERAL OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR
OTHER INTENDED DISPOSITION THEREOF IS TO BE MADE, WHICH IS
AGREED TO BE A REASONABLE NOTICE OF SUCH SALE OR DISPOSITION.
Upon Lessor's advance written consent, which shall not be unreasonably withheld or
delayed, Lessor's security interest in the Collateral may be subordinated to a third party
lender if the lender demands such subordination as a condition of financing Improvements
undertaken by or on behalf of Lessee.
21. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which
may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or
any improvements or property placed on the Premises by Lessee as a result of its
occupancy. Lessee also agrees to pay any and all federal,state or local taxes or assessments
which may lawfully be levied against Lessor due to Lessee's use or occupancy of the
Premises or property placed on the Premises by Lessee as a result of its occupancy,
including, but not limited to,-Improvements.
22. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and
Lessee immediately shall remove from the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of
this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned and
operated by Lessor, as such laws, ordinances, rules and regulations exist or may hereafter be
amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees,
contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules
or regulations, Lessee shall immediately desist from and correct the violation.
23. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis
of race, color, national origin, religion, handicap, sex, sexual orientation, transgender, gender
identity, or gender expression. Lessee further agrees for itself, its personal representatives,
successors in interest and assigns that no person shall be excluded from the provision of any
services on or in the construction of any improvements or alterations to the Premises on grounds
of race, color, national origin, religion, handicap, sex, sexual orientation, transgender, gender
identity, or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted. If
any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its
personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and
hold Lessor harmless.
24. LICENSES AND PERMITS.
Lessee shall,at its sole expense,obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
25. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
26. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Lease 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.
27. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises,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 Lease shall be construed in accordance with the laws
of the State of Texas.
28. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or
the enforcement of performance or observances of any covenant, obligation or agreement, Lessor
and Lessee agree that each party shall be responsible for its own attorneys' fees,and the prevailing
party shall not be entitled to recover attorneys' fees:
29. SEVERABILITY.
If any provision of this Lease shall 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.
30. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall 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, material or labor restrictions,
transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee.
31. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
32. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein
by reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, 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 Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of Lessor.
33. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples,this Z74
day of A"...t ,2020.
LESSOR:
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date: .8/0.1 626
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of City
of Fort Worth, and that he executed the same as the act of City of Fort Worth for the purposes
and consideration therein expressed and, in the capacity,therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of )4 all
2020.
ro " SELENA ALA
Notary Public,State of Texas
Comm. Expires 03.31-2024
mi„��` Notary ID 132422528
Notary Public in and for the State of T-
APPROVED AS TO FORM AND LEGALITY: ATTEST:
�r
By: By:
Thomas Royce Hansen Mary Kayser U 111114,
y:
,, T, . C5
Assistant City Attorney City Secretary .
Date: 'v////iCO/-U Date: �!
M&C: S'40
(Signature Pages to Follow)
CITY SECRETARY
FT. WORTH, TX
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.
Real perty Manager
Barbara Goodwin
Print Name
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
LESSEE:
FW AMERICAN AERO OPERATING COMPANY,LLC ATTEST:
By:n -4 ik"
Ja . Hebert
Vice President `
Date: July 15, 2020 By: -/,
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Jay H. Hebert, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FW
AMERICAN AERO OPERATING COMPANY, LLC, and that he executed the same as the
act of FW AMERICAN AFRO OPERATING COMPANY, LLC, for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of July
2020.
STEPHANIE ROBINSON
MY NotY ID 9 260M
E*SSeptember28 2W
Not iy Public in and for the State of Texas
CITY SECRETARY
rT, WORTH, 7X
I
EXHIBIT A
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400 SOOlzoo
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• 7 GRAPHIC SCALE IN FEET
mmorg A"
// a,' ii TMd52ENT 6U6LING AGttFRNMEt7T
o „ MEACFIAM FIELD
TERMINAL AREA
ccvr i, 7p•rn
D. K. HANSSd
EXHIBIT B
FLIRT WORTH►►1F,ACH NI tNTERNATIONAL AIRP[3RT
FEU BASE OPERATOR PERMtT
1. This FIXLD IIASE OPERATOR PEH11irr("Prank") is inAW l7 the Ciiv of Fort Worth
AVWion tavprutipctn('`Ut(hpelatcni")to FIN AMEIRICAN AE"OPERATING COMPANY,LLC
("1'rte]Ittcr"j. 1114 I'Mmit au00674S Petmlttcc NW 6 cmpldefm to Iffo%i& Fixhsl Base OPCTAW
("FBO")setvito it Vorl Worth Meacham Internatio l Airport only, Patmittee may not contract with a
thltd putty to provide FRa savims at the. Airport. This Permit may not the W-ignw to any odd
Individual or utility without the prior%witien oDnsent of the f}iet)or of ttte l?t artment.
2 I'hk Perm It shall be in effect from October 1,21?11 0wough geptembcr A 2016_Perrnitice slhptl
1-00 Cor>Khreut1W opllone Iu Uftivt new Permits barn the flttpArtlnant evdry five(5)yr-0rs.through tuly
31,2032 so long as P*rmitteo is no in defnull of Its oWi(pulions under the then current Pkrrttit.P,xtnitt+4
than notify the DcpWractit not more that 1811 nor Im thmn 90 colander days prior to the cxpiration oflhc
t1cmit thim in efkett of its dizire for a rtcw f'm(51•yaar Permit.'tiha Depeniment may revoke this Permit.
eithor kumpot'aily or pmmarteittfy, for any urctim-d violption o(the Departmenes publLshod Ntit4mum
Standard[for FiAe. t Op+crttors,as adopted by tlrtt Pori Worth City CouWl on June 16.1992,andlor
racy addWoriol or t*p1xaxm rcywre*+cn4a fly Wap d by the Fort Worth City:C:ourwit during
the perW In which this Permit is in etfw.,cacept as tray ire rtaivtid or rmodirwd in writing by 0w
Dcpthnmm(collectively.the 11illioismmm StsadxTdt").A defull under the Minimtmr Srari4x4s than tw
dcetmed uncured if Pe mium has ftiled to cuft the default within thirty (30)calettdv day;follo*Wg
racipl of wrinon t►olic.e of such defimFt by the Dcpartrr eN unk$&(i)otherwise specifically provided In
the Minimum Standaadi,in which ca+w the applicable pro011os of the Minimum Standards shall writtol
or (ll) Patlnlitce ceases to qualify as a proAdot of FBO services under the bras of the Minimum
Standards, in which Case the Uepartmnt may invoke thin Permit at any time following the mileriom
ujider whlc.h Nrmince has last such quall(lebtlodt.
3. i`crmtiltec shall post w-.d keep visible Lit all linter this Pcrtrlil at a location to whir-it the genera►
poblic htis Brass mild which is acccplable to the DeparlaWnt
COMPLAINTS
REGARDING SERVICES PROVIDED BY
FW AMERICAN AFRO OPERATING COMPANY, LLC
MAY BE DIRECTED TO
CITY OF FORT WORTH AVIATION; DEPARTMENT
817-392-5440
CUN OF FORT WORTIR: IrW AMFRICAN AFRO OPERATIlING
+ � COMPANY,LLQ
By, f
Fampndo Costa oh Agostlr
Asslsstartt City MamScT Vice Prey'
CITY COUNCIL AGENDA FORTWORT11
DATE: 8/11/2020 REFERENCE **M&C 20- LOG NAME: 55FTW FWAMERICAN
NO.: 0540 AERO TANK FARM LEASE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Tank Farm Lease and Public Fueling Agreement with FW
American Aero Operating Company, LLC., for Fuel Site Known as South Fuel Farm at
Fort Worth Meacham International Airport (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Tank Farm Lease and Public
Fueling Agreement with FW American Aero Operating Company, LLC. for fuel site known as South
Fuel Farm at Fort Worth Meacham International Airport.
DISCUSSION:
On March 23, 2020, FW American Aero Operating Company, LLC. (American Aero) purchased
Cornerstone Air Center's Fixed Base Operator(FBO) Permit and public fueling rights at Fort Worth
Meacham International Airport.
On March 31, 2020, the Aviation Department received a request from American Aero to enter into a
new Tank Farm Lease and Public Fueling Agreement for the tank farm known as South Fuel Farm at
Fort Worth Meacham International Airport.
If approved, the tank farm usage fee of$400.00 per month from this lease will generate revenue of
$4,800.00 annually. Rental rates shall comply and adjust with the rates prescribed for the premises
by the published Airport Schedule of Rates and Charges. Fuel flowage fees will be paid by American
Aero each month according to the current published Airport Schedule of Rates and Charges and in
accordance with the Aviation Minimum Standards.
The initial term of the lease will begin upon the execution of the lease and expire on September 30,
2045, with two (2) options to renew for an additional five (5) years each. These lease terms align the
Tank Farm Lease and Public Fueling Agreement(Tank Farm Lease) with American Aero's Fixed
Based Operator (FBO) lease at the Fort Worth Meacham Administration Building.All terms and
conditions of the Tank Farm Lease and Public Fueling Agreement will be in accordance with the
standard City and Aviation Lease Policy.
ADVISORY BOARD APPROVAL- On May 21, 2020, the Aviation Advisory Board voted to recommend
that the City Council approve a new Tank Farm Lease and Public Fueling Agreement for FW American
Aero Operating, LLC.
This property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease and fueling agreement, funds will be deposited into the Municipal Airport Fund. The Aviation
Department (and Financial Management Services) is responsible for the collection and deposit of
funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID I Year Chartfield 2
FROM
Fund Department Account Project Program I Activity Budget Reference# Amount
ID I I ID Year Chartfield 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
FW AA Fuel Farm Map pdf