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HomeMy WebLinkAboutContract 59426CSC No. 59426 FORT WORTH SPINKS AIRPORT TANK FARM LEASE AND PUBLIC FUELING AGREEMENT FUEL FARM, AND SELF -SERVE UNITS 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 HARRISON AVIATION, LTD ("Lessee"), a Texas Limited Partnership acting by and through John Cockerham, the duly authorized President of Harrison Realty Investments, LLC, a Texas limited liability corporation and Lessee's sole general partner. 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 the following real property at Fort Worth Spinks Airport ("Airport"): (i) the fuel farm identified as the Fuel Farm and depicted on Exhibit "A," attached hereto and hereby made a part of this Lease for all purposes, and (ii) the 2 self- serve fueling units, as depicted on Exhibits " B" and " C" (collectively, the" Premises"). 1.2. Epuinment Licensed for Lessee' s Use. Lessor hereby licenses to Lessee the use of the equipment identified on Exhibit "D," attached hereto and hereby made a part of this Lease for all purposes, from the Effective Date of this Lease until the expiration of the Initial Term or any Renewal Term or earlier termination of this Lease. Upon receipt of Lessor' s written consent, Lessee, at Lessee's sole cost and expense, may upgrade or replace such equipment as necessary for Lessee' s use of the Premises and operations at the Airport with furniture and equipment of a type and in a condition as good as or better than the equipment identified on Exhibit "D." Title to any such upgraded or replaced equipment shall vest in Lessor upon installation in the Premises unless Lessee delivers, the corresponding piece of equipment licensed hereunder to Lessor in accordance with Lessor' s instructions, in which case title to such upgraded or replaced equipment shall remain with Lessee. Lessee may also use and retain title to equipment owned by Lessee other than the equipment licensed hereunder in its provision of F130 services at the Airport. 2. TERM OF LEASE. 2.1 Initial Term. The "Initial Term" of this Lease shall commence upon execution of this Agreement by all parties ("Effective Date") and expire at 11:59 P.M. on September 30, 2025 unless terminated earlier as provided herein. 2.2 Renewals. Harrison Aviation, LTD. (Haydn Cutler OFFICIAL RECORD Tank Farm and Public Fueling Agreement, Spinks Airport CITY SECRETARY Page I of 26 FT. WORTH, TX If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the Initial Term of this Lease, this Lease shall automatically renew for subsequent terms of five (5) years each (each a "Renewal Term") at rental rates for comparable property at the Airport, as specified by the Aviation Department's published Schedule of Rates and Charges ("Schedule of Rates and Charges") in effect at the time. Lessee shall notify Lessor in writing of its intent to terminate 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 chooses to terminate the Lease, Lessee shall no longer have any rights or interest in the Premises following the expiration of the then current term, other than as set forth herein. This Lease may not be renewed for any term past June 30, 2045. 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 Usaae Fee. Lessee shall pay a monthly rental amount of Four Hundred Dollars ($400.00) for its lease of the 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 Flowaee 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 (10th) 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 Harrison Aviatibn, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 2 of 26 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 Charees. 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 August 15, 2017, 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 "E," 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. Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 3 of 26 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. Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 4 of 26 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 5 of 26 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. I£ 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 Avoroval of Plans. Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 6 of 26 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 7 of 26 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) frill 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 Uoon 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 other leases 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 fixture 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 8 of 26 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. Tvnes of CoveraLe 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, Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 9 of 26 maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: Propertv: 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 Liabilitv: $1,000,000 per accident, including, but not limited to, coverage on any automobile used in Lessee's operations on the Premises; • Environmental Impairment Liabilitv: $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. Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 10 of 26 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 LIABLEAND RESPONSIBLE FOR ANY CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S) 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 AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTIONFOR 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 CAUSED 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 MAINTAINLESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEESHALL 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 11 of 26 LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA REGULATIONS APPLICABLE TO THE PREMISES OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS 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 RE, MEDIES. 17.1. Failure by Lessee to Pav 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 Complv 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 12 of 26 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 For Rent: For All Other Matters: City of Fort Worth City of Fort Worth PO Box 99005 Aviation Department Fort Worth, TX 76199-0005 201 American Concourse Suite 330 Fort Worth, TX 76106 With a Copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 To LESSEE: Harrison Aviation, LTD. Attn: John Cockerham On behalf of Haydn Cutler 3825 Camp Bowie Blvd. Fort Worth, TX 76107 817-3 3 6-2425 With a Copy to: Mr. Kevin H. Good 1700 Pacific Avenue, Suite 2250 Dallas, TX 75201 214-217-2070 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 13 of 26 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 Annroved 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 IN THE PREMISES OR OTHERWISE RELATING TO LESSEE'S USE OF THE PREMISES, AND ALL PROCEEDS THEREFROM (THE "COLLATERAL"). IF LESSOR TERMINATES THIS AGREEMENT FORA FAIL URE BYLESSEE TO PAYLESSOR RENT OR FOR ANY OTHER BREACH OR DEFAULT 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 14 of 26 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, Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 15 of 26 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' feesr Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 16 of 26 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 will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in 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 the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Patty's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the Lessor in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 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 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 17 of 26 fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [Signature Pages Follow] Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 18 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples, this 19th day of Mav 2023. LESSOR: CITY OF FORT WORTH: Dahcl Our, By: Dana Burghdoff (Ma 18, 202315:49 CDT) Dana Burghdoff Assistant City Manager Date: May 18, 2023 STATE OF TEXAS § COUNTY OF TARRANT § RV BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Dana Burghdoff, 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 ay of MCL) 2023. LINDSEY DENISE CROCKER A�=Notary Public, State of Tersa Comm. Expires 02-07-20126 YNotary Notary ID 133573854 Public inj for the State of Texas APPROVED AS TO FORM AND LEGALITY: By: 4 Thomas Royce Hansen Assistant City Attorney Date: May 17, 2023 M&C: 23-0334 Form 1295: 2023-996842 ATTEST: By: Jannette S. Goodall City Secretary Date: May 19, 2023 (Signature Pages to Follow) Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 19 of 26 OFFICIAL RECORD 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. aa&�a44, 6�461 Barbara Goodwin Real Property Manager LESSEE: HARRISON AVIATION, LTD By: Harrison Realty Investments, LLC A Texas limited liability company, its sole general partner By: I'-,.e of Cockerham President Date: S� 3 STATE OF TEXAS COUNTY OF TARRANT § ATTE5:) By: BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared JOHN COCKERHAM, 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 HARRISON AVIATION, LTD, and that he executed the same as the act of HARRISON AVIATION, LTD, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5 day of /" lAQ 2023. J 61££69EEL 41 AMON �•�;ydo"'•,� AM -- MCJ-aA,�� Notary Public in and for the State of Texas 9ZOZ-91-Zo Se�1dx3 •wwo0 sexal to GmS 'o!Ignd Aii .- o NIVIMOA '3 4i3H1V3H Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 20 of 26 EXHIBIT A EXHIBIT "A" FUEL FARM LEASE 419 S , il ram, ( r� 4 ` I s. Ile— { t4 FUEL. FARM LEASE SITE 3,600 SQUARE FEET , Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 21 of 26 EXHIBIT A -I EXIBIT "A" FUEL FARM LEASE PAGE 2 tc t MV1 at4TRMCIE FRGM �:r fcNE K-VAD PRnVlt,)ff OEYl LUTRAWr-a IN -91 cirl Off ft7 '//I�RtY1 R�'QUIRlrM�tJ7�, FRG'lIR Naw f DRIVE GAiC AT F>~NGE 04E. I 4 '•�711I I /. 1��,��,lNING R�INT .rF f r� u Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 22 of 26 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 23 of 26 Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 24 of 26 EXHIBIT "D" Equipment Quantity I Description ; Serial No. 1 Unicom Base Radio, 300-B-1 and Antenna 319 1 Scanner n/a 1 Clark Aircraft Tug 600-0012 1 North Western Aircraft Tug 600-0015 1 Tow Bar n/a 1 Foxcart - GPU n/n Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 25 of 26 EXHIBIT E OR T WORTH SPIT` XS AIRPORT F MD BASF. f3PERATOR 71PERNTIT 1, This FIXED BASE OPERATOR PERN11T ("Nemit") is issued by the Ciry of Fort V'or[h Aviation Department ("Department") to Harrison Aviation, LTD, by F-irrison Realty investments, LLC, General Partner ("i'e.auittce"). This Permit authcriz,,s Perm. k t and its employecs to provide Fixed Base Operator (" FBU") rort Worth Spinks Airport only. i'errnittee may not contract with a third party to provide FBO services at the Airport. `Fhis Permit may rot be assigned to any o:iter individual or enrivy whhout the prior written consent of the Director of the D pwtnwat. 2. This Pemit shall " iu effect from October 1, 2010 through September 30, 2025. Permiace shall have consacutive. options to receive new Permits fi•otn the Departtncllt eVeiy five (5) years through June 3a. 2045 so long as Permittee is not in default of its obligatiors under the then -current Permit Permittee shall notify the Department not more than 180 nor less than 90 calendar days prior to the expiration of the Permit men in affect of its desire for a new five (5)-year t'u,nut, The Department may revoke this Permit, either temporarily or parmwient.y, for any uncured violation of the Dcparttncnes published Minimu:nl Standards for Fixed Base Operators, as adopted by the Fort Worth City Councii on June 16, 1992, andlor in), sddi!io mi or ivpiac: rent requirements subsequ.ntly adopted by the Fort Worth City Council during th:, period in which dais Permit is trl effect, except as may bu waived or modified in writing. by fife Department (tollcccAlely, the " Miuiniuoi Standards"). A det,:ult under the Minimum Standards sltM be deg mud ;ntcurcd if Permitt, a has failed to ::ure the defiant within thirty (30) calendar days following receipt of written notice of such default by thu Dapar-mcnt unless (i) ollterwisa specifically provides in the Minimum Standards. in e%duich case the applicable provision of the Minimum Standards shall control or (ii) Permi:,ee ceases to qualify as a provider of 17130 s, mices under the terms of the Minimum Standards, in which case the Departrn.rt may revoke this Permit at any tithe following the roilestone under which Perrniutc has lost such qualification, 3. Permittee shall post and keep Visible at all Iii-nes this Perltit at a location to which the general public has access and which is acceptable to the Departmem. COMPLAINTS REG,ARDENNG SERVICES PROVIDED B HARRISON AVIATION, LTD. b� CITY OF FAR 1,7VORT AVIATION DE'RTil Ill I M7..31192e5-106 CITY OF FORT VVORT121: By; aa� wa 44� Fe.^„anda Costa Assistant City Manger Harrison Aviation, LTD. (Haydn Cutler Tank Farm and Public Fueling Agreement, Spinks Airport Page 26 of 26 LTD.: - Coe:ccrit:tllt, itikna�;�r Harrison Realty invesuner!ts, LL.0 t ie;le ; i Patter M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FORTVOTII Create New From This M&C REFERENCE **M&C 23- 55FWS HARRISON TERM DATE: 4/25/2023 NO.: 0334 LOG NAME: AND SETLMNT AGRMNT, TANK FARM LEASE CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 6 / Future CD 8) Authorize Execution of a Mutual Termination, Settlement, and Release Agreement with Harrison Aviation, LTD. Who Will Pay the City of Fort Worth an Amount of $8,566.00 to Settle All Potential Claims Under City Secretary Contract No. 31965, the Current Fuel Farm Lease Agreement at Fort Worth Spinks Airport, and Terminate the Same Therein and Authorize Execution of a New Tank Farm Lease and Public Fueling Agreement with Harrison Aviation, LTD. at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of a Mutual Termination, Settlement, and Release Agreement with Harrison Aviation, LTD. who will pay the City of Fort Worth an amount of $8,566.00 to settle all potential claims under City Secretary Contract No. 31965, the current fuel farm lease agreement at Fort Worth Spinks Airport, and terminate the same therein; and 2. Authorize execution of a New Tank Farm Lease and Public Fueling Agreement with Harrison Aviation, LTD. at Fort Worth Spinks Airport, DISCUSSION: On or about July 1, 2005, the City (Lessor) and Harrison Aviation, LTD. (Lessee) entered into City Secretary Contract (CSC) 31965, a Tank Farm and Public Fueling Agreement (Agreement) which included two self -serve fueling stations and required Lessee to manage the tie down parking spaces on the Lessor's ramp space. Under the Agreement, the Lessee was required to pay forty percent (40\ %) of the transient aircraft tie down rent collected at rates in accordance with the City's then published Schedule of Rates and Charges. In August of 2021, Aviation Department staff began a departmental audit of the Agreement and it was determined that the amount submitted monthly for tie downs at Spinks Airport did not reconcile with recent ramp studies conducted by Airport Operations. Due to the significant discrepancy, a default under the Agreement was triggered. After meeting with the Lessee, the parties agreed that the current agreement will be terminated and ramp management will not be included in any future tank farm and public fueling agreements with Lessee. Prior to monitoring the ramp in 2021 through 2022, the Lessor is unable to determine the extent of the lack of payment for the tie down rent, so the Lessor and Lessee wish to settle the account for the time period of August 2021 through December 2022 in the amount of $8,566.00, which has been paid in full. Upon City Council Approval, the Lessor and Lessee will execute a mutual termination, settlement and release agreement related to the discrepancies described above and also execute a new tank farm and public fueling agreement (New Agreement), which will be effective upon date of execution of the termination of CSC 31965. In alignment with the Lessee's Fixed Base Operator Permit (FBO Permit), the New Agreement will expire on September 30, 2025 with subsequent renewal terms of five (5) years each to automatically renew until such time as the Lessee notifies the Lessor in writing no less than 90 days and no more than 180 days prior to expiration of any given term of its intent to terminate, or June 30, 2045, whichever comes first. The New Agreement will also include two self - serve fueling stations. 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 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30961&counciIdate=4/25/2023 4/26/2023 M&C Review Page 2 of 2 prescribed for the premises by the published Airport Schedule of Rates and Charges. Fuel flowage fees will be paid by Lessee each month in accordance with the current Airport Schedule of Rates and Charges and the Aviation Minimum Standards. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6/FUTURE COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the lease, 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 I Department Account Project Program Activity I Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office by Originatinq Department Head: Additional Information Contact: ATTACHMENTS FID TABLE.xlsx (CFW Internal) Form 1295.odf (CFW Internal) Location Map.pdf (Public) Location Map Self Serve East.Ddf (Public) Location Map Self Serve West.Ddf (Public) Dana Burghdoff (8018) Roger Venables (5402) Ricardo Barcelo (5403) http://apps.cfwnet.org/council_packet/mc review.asp?ID=30961 &councildate=4/25/2023 4/26/2023