HomeMy WebLinkAboutContract 59426-CA1D224156678 091031202411:57 AM Page: 1 of 45 Fee: $196.00 Submitter: Baker Firm PLLC - Fort Worth TX
Electronically Recorded by Tarrant County Clerk In Official Public Records IN) NJ NARY Lou1.^.r NICHOLSON
COUNTY CI I l,K
CONSENT TO ASSIGNMENT CSC No. 59426-CA1
CITY SECRETAXI.'Y CONTRACT NO. 59426
TANK FARM TEASE AND PUBLIC FUELING ACRE, FMENT
FUEL FARM, AND SELF -SERVE UNITS
FORT WORTH SPINKS AIRPORT
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT No.
59426, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal coiporatio-n organized under the laws of the
State of Texas, acting by and through Valerie 'Washington, its duly authorized Assistant City
Manager; FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC a Texas limited liability
company, acting by and through JOHN COCKERHAM, its duly authorized Piwident; and FWS
HANGAR LLC AND FWS FBO LLC ("Assignee"), a Delaware limited liability company,
acting by and through JONATHAN M. WENRICH, who is the duly authorized President nfFWS
HANGAR LLC AND FWS FEO LLC, a Delaware limited liability company.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about May 15, 2023, duough Mayor and Council Communication (M&C) C-23-0334,
.Lessor and Lessee entered into City Secretary Contract ("CSC") No. 59426 ("Lease"), a
Tank Farris Lease and public Fuelilag Agreement ("Leased Premises"), at Fort Worth Spinlcs
Airport ("Airport").
B. The lease term of the Lease expires on September 30, 2025, which renews automatically
for subsequent tr;><= of five (5) years each, not to be renewed for any term past June 30,
2045,
Lessee now wishes to assign all of Lessee's retraining right, title and interest in the Leased Premises
and Lease to Assignee; .Assignee wishes to accept such assignment; and Lessor is willing to consent
to such assignment, all on the terns and conditions set forth in this Consent,
A.GREE117ENT.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby aciclaowledged, Lessor, Lessee, and Assignee agree as follows:
1. The Lessee acknowledges that any assignment of this lease agreement shall be subject to
the following condition precedent: The Lessee shall have satisfied the entire outstanding balance
Consent to Assignment of CSC No. 59426
by Hatriaon Realty Investments, LLC
to: FWS Hangar, LLC and FWS FED LLC
page l of 8 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CONSENT TO ASSIGNMENT
CITY SECRETARY CONTRACT NO. 59426
TANK FARM LEASE AND PUBLIC FUELING AGREEMENT
FUEL FARM, AND SELF -SERVE UNITS
FORT'WORT14 SPINKS AIRPORT
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
59426, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Valerie Washington, its duly authorized. Assistant City
Manager; FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting; through its
General Partner, HARRISON REALTY INVESTMENTS, LLC a Texas limited liability
company, acting by and through JOHN COCKERHAM, its duly authorized President; and FWS
HANGAR LLC AND FWS FBO LLC ("Assignee"), a Delaware limited liability company,
acting by and through JONATHA,N M. WENRICH, who is the duly authorized President of FWS
HANGAR LLC AND FWS FBO LLC, a Delaware limited liability compaily,
RE, CllTALS:
The following introductory provisions are true and correct and form the basis of this
Consent.
A. On or about May 15, 2023, through Mayor and Council Communication (M&C) C-23-0334,
Lessor and Lessee entered into City Secretaiy Contract ("CK") No. 59426 ("Lease"), a
Tank Farm Lease and Public Fueling Agreement ("Leased Premises"), at Fort Worth Spinks
Airport ("Airport").
B3 The lease term of the Lease expires on September 30, 2025, which renews automatically
for subsequent terms of five (5) years each, not to be rcncwcd for any term past .tune 30,
2045.
Lessee nowwishes to assign all of Lessee's retraining right, title and interest in the Leased Prerni,5es
and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing to consent
to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acicnowledged, Lesson, Lessee, and Assignee agree as follows:
1. The Lessee acluiowledges that any assignment of this lease agreement shall be subject to
the following condition precedent: The Lessee shall have satisfied the entire outstanding balance
Conscnl to Assignment of CSC No. 59426
by Harrison Realty Investnicnis, LLC
to; ewS kNogar. i,z.c. gild Vws Pt30 LLC
Page i of 9
of the construction loan in full and undertakes to furnish the Lessor with all requisite
documentation and assurances pertaining to the punctual settlement of all. outstanding liabilities
delineated within the construction loan agreement. Failure to meet this condition shall render any
proposed assignment null and void unless otherwise agreed upon in writing by Lessor,
2. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date44), The Lease
is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective
Date, is a public document on file in Lessor's City Secretary's Office and Aviation (Department
and is incorporated herein by reference for all purposes.
3. Lesser does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right, privilege or use granted to Lessee by the Lease, In the event of any
conflict between the Lease and the Assignment, the Lcase shall control. In the event of any conflict
between this Consent and the Assignment, this Consent shall control,
4. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the
Effective Date.
5, Lessee understands and agrees that Lesscc will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective late and (ii) any damages (subject to the terms of the Lease), including, but not limited
to, property loss, property damage and/or personal injury of any kind, including death, to the extent
caused by Lessee, its officers, agents, servants, ernployces or subcontractors prior to the Effective
Date.
6, Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractor's on or
after the Effective Date.
7. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent on behaif of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
This Consent may be executed in any number of counterparts, all. of which shall constitute
Consent to Assignment or CSC No. 59426
by WITNOtl Realty investments, LL.0
tw f'WS lifut ur, r.I.0 ;11W I. WS FBO L LC
Page 2 or 8
the same instrLIMent.
9. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Lcaso.
[SIGNATURES APPEAR ON THEFOLLOWING PAGES)
Consent to Assignment of CSC No. 5.9424
by Harrison Realty hivestoldn% LLC
to: FWS Hangar, LLC and FWS FBO LLC
Page 3 of 8
IN WITNESS W + I< REOF, t ie parties hereto have executed this Agreement in multiples on
this the ay of t5 .2024.
CITY OF FORT WORTH:
By: V�dj
Valerie Washington
Assistant City Manager
Date: ItI[ -� [
M&.C: 24-0672
M&.0 Approved: 08.13.2024
Form 1295: 2024-1192119
2023-1080419
STATE OF TEXAS COUNTY
OF TARRANT
APPROVED AS TO FORM AND LEGALITY:
�.V 44
Jeremy Anato-Mensah, Assistant City Attorney
oa
`Foer°an
ATTEST':a° "`
By.
Jannette S. Goodall, City Secretary °°nnXo544
KC
KC
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, known to me to be the Pei -son whose name is
subscribed to the foregoing histrwnent, and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City nF Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVE UNDER MY HAND AND SEAL OF OFFICE this day
��.�►��'t'� , 2024.
Z,4Rj ]Votary Public in and for the Sta to exas
&J4ATURFS CONTINUE ON THE FOLLOWING PA
fir p� $14 63
""'III it 100011
Consent to Assignment of CSC No. 59426
by Harrison Realty Investments, LLC
to; FWS Hangar, LLC rlrrd FWS Fad LLC
Page 4 of 8
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing l acknowledge that I aln the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting
requirements.
ea444.k ?ec-crisis.
Barbara Goodwin
Real Property Manager
[SIGNATURES CONTMUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC. No. 59426
by Harrison Rculty Investments, LLC
to; FWs Hangar, LLC and FWS F130 LLC
Paso 5 or 8
LESSEE:
1{ WS REALTY, LTD., acting through its General Partner, HAIIRISON REALTY'
INVESTMENTS, LLC
'j_ Crc
John L ckediam
President
Date: /a 4
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 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 I+WS
REALTY, LTD., acting through its General Partners, HA11RISON REALTY INVESTMENTS,
LLC , and that he executed the same as the Manager of FWS REALTY, LTD., acting through its
General Partner, HAIUUSON REALTY INVESTME ,LLC, for the purposes and
consideration therein expressed and in die capacity therein stated.
GI `N CINDER Y HAND AND SEAL. OF OFFICE this � day
2024.
ps�� s=�aNs q
1C stair of oa8 No ary Public in and for the State of Texas
publ
09-
yw~ Comm 1D �pB073�4
[SIGNATURES CONTINCJE ON THE FOLLOWING PAGE]
Conscnt to Assignment afCSC No. 59426
by Harrison Realty Investments, LLC
10: F'1V8 HOLIgar, LLC and F WS FBO LLC
Page 6 of 8
ASSIGNEE:
FWS HANGAR, LLC,0X-ii1n1 �h�ouo�h 1�5 MA+nQner, No cops Ql c7roup
Mang CMf-h
t
By:
/'lonathau M. Werlsich
President
Date: _ eja— 1 �.-? 4
STATE OF [TEXAS §
COUNTY OF
BEFORE ME, the Undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared JONATHAN M.. WENRICH 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 FWS HANGAR, LLC�and that he executed the same as the Manager of FWS
HANGAR, LLC'or the purposes and consideration therein expressed and in the capacity
therein stated.
GI EN UNDER MY HAND AND
VONS
tJptarY Public. State nt texas
u„1asv1D 1U9e1
SEAL OF OFFICE dais
-, 2024.
--allotary Public in and for the State of Texas
day
X-O�C+10 VhrovoV, its Mar�ac er, Pli-O►1 Groin MOUICX�Ment,
LLC-
Comqcm to Assignment of CSC No. 5942,6
by Harrison Realty Investments, LLC
to; FWS Hangar, LLC and FWS FRO LLC
Page 7 of 8
ASSIGNEE;
FWS I+BO, LLC CtC-inc 4%ro►-tr)h ids k40uv14,e.r', Pbp CC�VVt(A) &0 q Ma,r qy
By:
I inathail M, Wenrich
President
Date: 1 Q4
STATE OF [TEXAS
COUNTY Of—ar,,�Y+
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, oil tills
day personally appeared JONATHAN M. 'WI NRXCK known to me to he the person whose
naive is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of FWS 1{ SO, LLCOv6d that he executed the same as the ]Manager of FWS FI30, LLC
for the purposes and cansidcration therein expressed and in the capacity therein stated.
SEAL OF OFFICE this
2024.
Notary Public in and for the State of Texas
Q F day
LINDSAY Ey� A
NS
w ruarary Publi, state of raxa
ymC
err: �OMM. Expires 46-76-202,
�YID 1060i364
C'.(iiiscnl to Assignment orCSC No. 5942G
by Harrison RcHLy lnacstnients, LLC
to: I'WS Hangar, LLC and FWS I'BO LLC
Page 8 of 8
M&C Review Page 1 of
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FoRTWoRm
Create New From This M&C
REFERENCE **M&C 24- 55FWS CONSENTASSIGNMENT
DATE: 8/13/2024 NO.: 0672 LOG NAME: TANK FARM AGRMNT, FWS FUO
LLC
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT; (CID 8) Authorize Execution of a Consent to Assignment of a Tank Farm and Public
Fueling Agreement, Including Self -Serve Units by Harrison Aviation, LTD to FWS Hangar
LLC and FWS f 130, LLC at Fort Worth Spinks Airport and a Consent to Leasehold Deed
of Trust with FWS Hangar LLC and FWS FBO LLC and Signature Bank for Tank Farm
and Public Fueling Agreement, to Facilitate the Purchase of the Leasehold Interest
RECOMMENDATION,:
It is recommended that the City Council;
1. Authorize execution of a consent to assignment of a tank farm and public fueling agreement:,
Including self --serve units by Harrison Aviation, LTD to FWS Hangar LLC and FWS FBO, LLC at
Fort Worth Spanks Airport, and
2. Authorize execution of a consent to leasehold deed of trust for a tank farm and public fueling
agreement, Including self -serve units, with FWS Hangar LLC and FWS FBO LLC and Signature
Bank at Fort Worth Spinks Airport to facilitate the purchase of the leasehold interest.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that City Council
authorize execution of a consent to assignment for a tank farm agreement, including self -serve units at
Fort Worth Spinks Airport by Harrison Aviation, LTD (Harrison Aviation) to FWS Hangar LLC and FWS
FBO, LLC (collectively, Assignees)
On May 17, 2023, through M&C 23-0334, City Council authorized the City of Fort Worth (City) to
execute a Tank Farm and Public Fueling Agreement (Agreement), including self -serve units under City
Secretary Contract (CSC) 59426 with Harrison Aviation. The Agreement provides authorization for
Harrison to lease a tank farm for the purpose of dispensing fuel to public users of the airport and
manage the self -serve units located at Spinks Airport. The fuel flowage fees and tank farm lease rates
are published in the Aviation Department's Schedule of Rates and Charges.
The initial term of the Agreement commenced on May 18, 2023 and expires on September 30, 2025,
which renews automatically for subsequent terms of five (5) years each until the final term expiring
June 30, 2045, provided that Harrison Aviation meets the terms and conditions of the agreement.
On September 19, 2023, staff received a request from Harrison Aviation to consent to an assignment
of the agreement to Assignees. Upon City Council approval, Assignees will assume the leasehold
interest and obligations associated with the Agreement. The Agreement prohibits any assignment of
the Agreement or causing any lien to be made on improvements constructed on the leased premises
without City Council approval. These types of transactions are routine for airport tenants and staff has
no objection to this request.
Linder the current agreement, Harrison Aviation remits to the City $0.18 per gallon of fuel delivered
monthly, based off of monthly reports submitted to the Aviation Department and $400 per month for
the lease of the tank farm. After the assignment, Assignees will remit the same amount and be
subject to the provisions contained within the original agreement.
Itttp:/lapppq,cfwnet.orgleouiicil_packetlmc_review.asp7ID-32378&couiicildate=8113/2024 9/12/2024
M&C lzeview
Page 2 of 2-
The Consent to Leasehold Deed of Trust will grant Assignees' lender, Signature Bank, the right,
subject to the previous lien, to operate as Lessee or secure another tenant in place of Assignees, if
previously approved by City Council, in the event FWS FBO defaults on the loan or the lease with the
City of Fort Worth. The lease agreement prohibits Assignees from assigning the lease or causing a
lien to be made on improvements constructed on the leased premises without City Council approval.
This type of transaction is routine for airport tenants and staff has no objection to Assignees' request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8.
FISCAL_ INFORMATIGNICERTIFICATION:
The director of Finance certifiers that upon approval of the above recommendations and execution of
the lease 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
-- ID ID I Year
FROM
Fund I L7eparlment Account Project Prograrn Activity Budget
ID I 1D Year
Submitted for Citv Manacrer's Office bv:
Originating Department Head:
Additional Information Contact:
Reference # Amount
(Chartfield 2)
Reference # Amount
(Chartfield 2)
Valerie Washington (9199)
Roger Venables (5402)
Ricardo Barcelo (5403)
ATTACHMENTS
1295 v2 Signature Bank.Ddf (CFW Internal)
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101114739 - -signed 19-25-21pof (CFW Internal)
Location Man Tank Farm.odf (CFW Internal)
littp:llapps.ofwnet.org/council_packetlnie—review,asp?ID=32378&cotincildate=8/13/2024 SIl 212024
ASSIGNMENT AND ASSUMPTION OF GROUND LEASES
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASES (this "-Ass-ianment") is
executed and delivered as of the M`day of , 2024 (the "l flcctive Date"), by FWS
REALTY, LTD., a Texas limited partnership ("Assf or'°), to and in favor ofl+'DVS FBO LLC, a Delaware
limited liability company, and FWS HANGAR LLC, a Delaware limited liability company (collectively,
the "Assignee").
WITNESSETH:
WHEREAS, Assignor is the owner of those certain ground leasehold estates, as amended, set forth
on Schedule 1, attached hereto (the "Ground Leases"), copies of which Ground Leases are attached hereto
as Schedule 2, by and between the City of Fort Worth, as "Lessor" (the "Ci�t '% and Assignor, as the current
"Lessee"; and
WHEREAS, Assignor desires to sell, assign, and convey to Assignee, and Assignee desires to
accept all of Assignor's right, title and interest in the ground leasehold estate created by the Ground Leases.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein. All
capitalized terms used but not otherwise defined herein shall have their respective meanings given to them
in the Ground Leases,
2. Assignment, Assurnotion. and Release. Assignor hereby SELLS, TRANSFERS,
ASSIGNS and CONVEYS unto Assignee, and Assignee hereby (i) accepts all of Assignor's right, title, and
interest in, to, or created by the Ground Leases and (ii) assumes all of Assignor's duties, covenants, and
obligations under the Ground Leases to be performed by the lessee thereunder to the extent first arising or
accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor's interest in the Ground
Leases, together with all of Assignor's right, title, and interest in and to the rights and appurtenances,
including improvements, structures, and fixtures located thereon or thereunto in anyway belonging, unto
Assignee and Assignee's successors and assigns forever.
3. Indermnification. Assignee shall. hold harmless, indemnify, and defend Assignor and
Assignor's successors and assigns, as to any and all losses, costs, damages, expenses (including reasonable
attorneys' fees), claims and/or causes of action (collectively, "Losses' to the extent arising from or relating
to Assignee's perfortmance or non-performance of the lessee's obligations pursuant to the Ground Leases
which first arise on or after the Effective Date of this Assignment. Assignor shall hold harmless, indemnify,
and defend Assignee and Assignee's successors and assigns, as to any and all Losses to the extent arising
from or relating to Assignor's performance or non-performance of the lessee's obligations pursuant to the
Cnound Leases which first arose prior to the Effective Date of this Assignrrrent.
4. Permitted Encumbrances. This Assignment is executed by Assignor and accepted by
Assignee subject to those recorded matters of public record, but only to the extent the same do in fact exist,
are applicable to the Leased Premises, and are not related to any financing or liens created by, under, or
through Assignor.
S. CiU Consent. The parties acknowledge that the City will provide a separate consent to the
assignment of the Giround Leases on a form provided by the City, which each party agrees to timely execute.
schedule I ro Assignment and Assumption ofGround Lease
G. Governing.Law. This Assignment shall be governed by the internal laws of the State of
Texas, without regarding to any conflicts of law analysis.
7, Bindinp- Effect. This Assignmem sliall apply to and inure to the benefit of, and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, administrators and
assigns, to the same extent as if they were original parties hereto,
8. Exhibits and Schedule. All exhibits and schedules referenced in this Assignment are
incorporated herein by reference.
9. CounteruaiLts. This Assignment may he executed in any number- of counteilmis with the
same effect as if all parties hereto had signed (lie satne document, All such counterparts shall be construed
together and shall constitute one instrument, butin making proof hereof it shall only be necessary to produce
one such counterpart.
(SIGNATURE AND NOTARY PAGES FOLLOW]
Schedule t to Assigilment and Assumption of Ground Lease
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed
as of the day and year first above written.
ASSIGNOR:
WS REALTY, LTM CkC#i r1 ck 4ln1' O%A h 1-h Iif-rAI
0tt+ir1Ct', Wotvris4Rcr-\*�II1U S t1't�5, LLC
STATE OF TEXAS
COUNTY OF TAkR.ANT
BEFORE ME, the undersigned authority, a Notary public in and for the State of Texas, on this day
personally appeared 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 the
*` ev4C Va-C—VOW and that he executed the same aS the act of theme Q V.V_4- W for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER
MY HAND AND SEAL OF OFFICE this day
12024.
UNISSAY EVANS
: y'F.°e "- Notary Public, State ai Texas
z " = 6-202
r}K Camm. EXI iras 08-1
' "• ,` Notary 1D 10607364
Notary Public in and for the State of Texas
FV]S R lt 9 f LT . CA(,*in i4)V h its
Schedule 1 to Assignment and AssumWlion of Glnund Lease
ASSIGNEE:
F'WS HANGAR LLC,
a Delaware limited liability company
By: FBO Capital Group Management LLC,
its Manager
By:
N ate; Jonathan M. Wenrich
Title: CEO
FWS FHO LLC,
a Delaware limited liability company
By: FBO Capital Group Management LLC,
its Mana ems.
t
By:
Nat onathan M. Wetuich
Title: CEO
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and forthe State of Texas, on this day
�
personally appeared 1o1Iho►n LA. IA1MYi Ln, 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 the
E. .1 DIAL an� t VeCA UW that lie executed the same as the act of
the an %C.t?_ VafAq ti. for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL, OF OFFICE this �� day
_ .�,...-.-.,ter---�-�-•.
LINDSAY VANS
r'x Notary Public. State of Texas
comm. Expires 08-18.202B
.,•....+
'•`.,'.,�,�' Notary 10 10947364
Notary Public in and for the State of Texas
Scliedute I to Assignment and Assumption of Ground Lease
V4} �otno�aY U.C, 01(Ain 4hrwgvN its MMoLgclr,F-GO Cck?'U41 DrOUP Manakjerrlen4,LL
ws o t Lc, cA tinc� thraut�h, +ts Mahoiyi, 590 CapitO CX ? MRIIQL enjent LLC
Schedule 1
Ground Leases
* Tank Farm Lease and Public Fuelint, Agreement Fuel Farm. and Self -Serve Units —
City Secretary No. 59426 (05/18/2023];
• Terminal Ramp Improved Ground Lease Agreement —City Secretary Contract No.
5914S, [09/29/2022];
* NWI. Ground Lease Agreement —City Secretary Contract No. 47645, [12/08/2016];
o NWI, Lease Amendment No. 1 (to be signed but not dated by FTW — will be
dated at Closing)
* NW-3 Ground Lease Agreement —City Secretary Contract No. 42807, [01/19/2012];
o NW-3 Lease Amendment No. 1 to CSC 42807 — City Secretary Contract No.
42807-A1, [07126/2012)s
o NW-3 Lease Amendment No. 2 to CSC 42807 — City Secretary Contract No.
42807-A2, [11/15/2012];
o NW-3 Lease Amendment No. 3 (to be signed but not dated by FTW — will be
dated at Closing)
• Terminal Buildine and W2 Ground Lease Aereement— City Secretary Contract No,
42806, [01/19/2012].
o TB and W2 Ground Lease Amendment No. 1, (to be signed but not dated by
FT W — wi II be dated at Closing)
Schedule 1 to Assignment acid Assumplim arGLXAMd Lease
Schedule 2
Conn or Ground Leases
(By initialing below, Assignee aclfn ledges receipt of Ground Leases)
Schedule 2 to Assignment and Assamplion of Ground Lease
CSC No, 59425
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
tluvough Fernando Costa, its duly authorized Assistant City Manager, and HARRISON
AVIATION, LTD (94Lessee"), 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 Port 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 " E„ and a C " (collectively, the" Premises").
1.2. El aufnment 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 F'130 services at the Airport.
2. 'PERM OF LF4 ASE.
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. orx Septewbelr 30,
2025 unless terminated earlier as provided herein.
2,2 Renewals.
Garrison Aviation, LTD. (Haydn Cutler OFFICIAL, RECORD
Tank rarm and Public Fueling Agreement, Spinks Airport CITY SEC RFTARY
Page t of26 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
gad 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 Pmmisos 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 Kates provided
by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the
time of the holdover.
RENT. FEES AND OTHER CHANGES.
3.1. Tank Farm Usage Fee.
Lessee shall pay a monthly rental amount of Four Hundred Dollars ($400.00) for its
lease of the Premises in acoordance 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 Dees.
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 $0.19 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 ("FBU")
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 delivored to the Premises.
Payments rust be received during normal working hours by such date at the location for
Lessor's Aviation Department set forth in Section I S. This fee shall be considered past
due if Lessor has not received foil payment after the fifteenth (15th) day of the month for
Harrison Aviadbn, LTD, (Haydn Cutler
Tank Form and Public Fueling Agreement, Spanks Airport
Page 2 of 26
which payment is due. Lessor will assess a late penalty charge often 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. RE, FORTS 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 PBO 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 tirnes, 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 teeters, 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 sever, electric, gas and telephone utilities,
Harrison Aviation, LTD. (Haydn Cutler
Tank Form and Public Fueling Ag=Wnl, Spinks Airport
Page 3 of 26
7. MAINTENANCE AND RE, PAIRS.
7.1. General Maintenance and Revait"s_bv 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 tho 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 dam,agc
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,
7.1 Xinsnection.
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 hire
Marshal of the City of port 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 1 'anises 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, LTA. (Haydn Cutler
Tank Farin and Public Fueling Agreement, apinks Airport
Page 4 of 26
7.3, Performance.
If Lessee is responsible undev this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to undertake such maintenance or repair work
diligently within Urty (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 rnaintenaacc 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 E"ENS'E, AGREES
THAT IT SHALL BE FULLY RESPONSIBLE FOR TIME REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, SPATE 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
arty 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 tape all necessary steps to ensure
that the person or entity causing such violation remediates the same,
7.5. Lessee's Accentance of Premises.
Lessee accepts the Prerises 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 dernagcs or destroys all or any part of
the Premises, the following provisions shall apply;
8.1. Coveraee by Lessee's lusuranee.
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
Hudson Aviation, LTD. (Haydn Culler
Tank Farm And Puhlle Fueling Agreement, Spinks Airport
Page 5 of26
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.Z, Premises Uninsured or UnderLessee.
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 Lessec 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. COMTRUCTION AND IMPROVEMENTS.
9.1. In General.
Lessee may, at its sole discretion, perform modifications, renovations or
improvements on or to the Premises (collectively, 4°Improvemeants") 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
dosignees ; 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 fiill 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. Frocewfor *on -royal of Plans,
Harrison Aviation, LTD. (Haydn Cuder
Tank Farm and Public Fueling ,Agreornmt, Spanks Airport
Page 6 of Z6
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 Transportatiort/Public Works. All plans, specifications and
worlc skull 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. Doeuments.
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 xedline 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 Reauired 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 Fcderal
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
Clown 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
skull be remitted to Lessee.
9.5. Awds_Rotiuired 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
perforated 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 Foaling Agreeinent, Spinks Airport
Page 7 OF26
bonds shall guarantee (i) the faithful performance and completion of ail 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 Worts.
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 PRE, MISES,
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 harrgazs 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 RE, SERVATIONS 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
Harrison Aviation, LTA. (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 provrsiorx 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 aright 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 fixture
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 Airpoil
infrastructure.
12.5. During any war or national emergency, Lessor shall have the right to lease any pact
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 Govermnent, 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.
1.2.6. 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. Tvoes of Coveraze and Lhoits.
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 Pubiia Gating Agreement, $pinks Airport
Foge 9 of 26
maintenance, existence or location of the Premises. Lessee shall obtain the following
insurance coverage at the limits specified herein:
• Proncrty:
Fire and Extended Coverage ore 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 aay automobile used
in Lessee's operations on the Premises;
• Environmental Imnairment 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 inswance 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.
1.3.4. Additional Requirements.
Harrison Avlarlou, LTD. (Haydn Cutler
Tank Firm and Public Fueling Agreement, Spinks Alrpml
page to or26
Lessee shall maintain its insurance with underwriters authorized to d❑ 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 tndepondcat 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 oinissiorls of its officers, agents,
servants, erployees, contractors, subcontractors, patrons, licensees and invitees. Lessee
acluiowledges that the doctrine of reapondear superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee father agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor
and Lessee.
1.5. LIABILITIES AND INDEMNIFICATION.
LESSEE SMALL BE MABLEAND RESPONSIBLE FOR ANY CLAIMS, DEMANDS,
LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL
INJURY OF ANY )UND, 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, AGENT'S', SERVANTS, E'MPLOYEFSAND/OR SUBLESSEES. INADD1770N,
LESSEE, AT LESSEE'S OWN E".ENSE, SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS ,LESSOR, ITS OFFICERS, AGENT'S, SERVANTS AND/OR EMPLOYEES,
FRO,iI,fAND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTIONFOR DAMAGES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY .DAMAGE OR LOSS
(INCLUDING ALLEGED DAMMGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURI', 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 ACTS) 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 SECURITY ADEQUATE TO
MAINTAINLESSO.R'S CERTIFICATION TINDER 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 PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
Harrison Avlallon, LTD. (Haydn Culler
Tank Farm and Public Fueling Agreement, Spinks Airport
Page I of26
LESSEE RESULTING aTIROM LESSEE'S RAILUII E TO COMPLY WITH SUCH .%',4A
REGULATIONS APPLICABLE TO THEPREMISES OR TO PREVENT rUNAUTHORIZED
PERSONS OR PARTIES I'ROMTHEIR OBTAININGACCESS TO THE, AIR OPERATIONS
AREA OF, THE AIRPORT FROR T,F.f.E PREMISES.
16. WAIVER OF CIIARITQ►BLE 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. DE, FAULT AND REMEDIES.
1.7,1., 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 collect 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 caimot reasonably be cured within thirty (30)
calendar days following such written notice, Lessee shall not be in default if Lessee
cone nences 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
conclusions,
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 Publio Cooling 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.
1�:�►C�Y�I_C*���
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:
City of Fart Worth
PO Box 99005
Fort Worth, TX 76199-0005
To LESSEE:
Harrison Aviation, LTD.
Attn: John Coolcerham
On behalf of Haydn Cutler
3825 Camp Bowie Blvd.
Fort Worth, TX 76107
817-336-2425
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 of26
For All Other Matters:
City of Fort Worth
Aviation Department
201 American Concourse Suite 330
Fort Worth, TX 76106
With a Copy to:
City Attorney
City of Fort Worth
1000 Throckmorton Street
Font Worth, TX 76102
19. ASSIGNMENTS AND SUBLE, TTING.
19.1. In Genera .
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 Assinrrrnents and Subleases.
If Lessor consents to any assigiunent 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 ohaz•ges.
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 lieu 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 Lessox 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 APPLIG4BLE 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 TIRE BYLESSEE I'O PA, YLESSOR 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 Avlation, LTD, (Haydn Cutter
Tank Farm and Public Fuciing 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 Or 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 Lessees 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 reinove 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 laves; 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,
Hardson Aviation, LTD. (EIaydn Cutler
Tank Farm and Public Ftteiing Agreement, 5piak3 Airport
Page IS of26
successors in interest and assigns that no person shall he 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, tranagender, 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, fart 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.
Lessec 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 Northam
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 patty shall be responsible for its own attorneys' fees, and the prevailing
party shall not be entitled to recover attorneys' fees
Harrison Aviation, LTD. (Haydn Culler
TAnk FACm and Public Fueling Agreement, Spinks Airport
Page 16of26
29. SE,VCRA,BILITY.
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. +lf'URC)G I+lAJL+'T_1RE.
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 count,
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 ontimerated
herein but which is beyond the reasonable control of the Party whose perfotmarice 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 haw it
prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence
of the Farce Majeure Event, with the reasonableness of such notice to be determined by the
Lessor in its solo 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
Morrison Aviation, LTD. (14ayda Culler
'tank Farm and Public Fueling Agreement, Spinks Airport
Page 11 of26
fully entitled to rely on these warranties and mpresentations in entering intro this Agreement or any
amendment hereto,
[Signature Pages Follow]
Harrison Aviation, LTD. (Haydn Ctiller
Tnnk Farm and Public Fueling Agrcernenl, Spinks Airport
Page 18 of 26
1N WITNESS WHEREOF, , the parties hereto have executed this Lease in multiples, this
19th day of Mav 2023.
LESSOR:
CITY OF FORT WORTH:
aqv—C! Bure7h,
13y: gomi eurghdoll [Ma V, a023 15;19 MI)
!Dana Burghdoff or
-
Assistant City Manager
Date: May 18, 2023
COUNTY OF TARRANT §
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 Fart 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 O ay Of G� ,
2023. -- ��.,
1`iz
A'j'. LINDSEY DENISE CRC KER �r
�; Notary PUMI,EXO ,5tata 4f TOX12028 Comm. @xpir�a 42.4J-�4N1 Natery ID 133573654
„t --- -1-w` Notary Public in an for the State of Texas
APPROVED AS TO FORM
AND LEGALITY:
BY: �•�c
Thomas Royce Hansen
Assistant City Attorney
Date: May 17, 2023
M&C: _23-0334 - -
Form 1295: 2023-996842
ATTEST:
By:
3annette S. Goodall
City Secretary
Date: May 19, 2023
(Signature rages to Follow)
Harrison Aviation, LTD. (Haydn Cutter
Tonic Form and 1`6110 Fueling Agreamani, Spinks Airport
Page 19 of 26
FV713
ZILTA
OFFICIAL RVCORD
GITY 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.
�ur.�tiett. �ec�uri�
Barbara Goodwin
Real Property Matiageir
LESSEE:
HARRISON AVIATION, LTD
By: Harrison Realty Investments, LLC
A Texas limited liability company, its sole general partner
By: I. _ < "n
ahn Cockerharn
President
Date: ,x,i)j-3
STATE OF TEXAS
COUNTY OF TARRANT §
ATTE '
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 the that the same was the act of
HARRISON AVIATION, LTD, and that he executed the same as the act of HARWSON
AVIATION, LTD, for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this + � day of
2023.
WOW
61te6gect al AiaiaN
�tUz-9L Z4 se�ldx� wtua
Id
�,�
Notary Public for the State of Texas
a�elHMe�y tuoy.�eJlOe1S'yallgynd1 xf,,�ey1oN
Harrison Aviation, LTD, (Hayda Cutler
Tank Farm and Public Fueling Agreement, Spinks Airport
Page 20 of 26
EXHIBIT "A"FUEL FARM LEASE
FUEL. EARh1 LEASE 917E • �' : '
3,609 SQUARE FEET
Harrison Aviation, LTD, (Haydn Cutler
rink Farm and Public Fueling Agrccmont, $pinks Airport
Page 21 of 26
EXHIBIT A-1
EXIBIT "A's FUEL FARM LEASE PAGE 2
V� Otly/ r—WrRMrF— pprm �5TOwr— KPAD
P'R4V'VM OtI-Vl MMTRA$" W A"MILVA44-1E, dl
V/0107TH PeOUIpzIALV-I)r5. rqevlri�t
NMI 24,
DRIVE GA-fE AT FUNCER t-IqE.
15114wlw R71WT
+cp's I. t �
Harrison Aviation, LTD. (Haydn Cutler
Tank Farm and Public Fueling Agreement, Spinks Airpoil
Page 22 of 26
9 : 7;141 `C f r'r bf F i 'Nii;i f I sy fl4. 1 i? P, 1
M4
' IA
tug
r—�
I
Harrison Aviation, LTD. (Haydn Cutler
Tank Farm and Public Fueling Agreement, Spinks Airport
Page 23 oi26
ƒ - ' cn
�
r�: � � | § �
( ,K. .
; |
�. 5Etm &k«B I #D ®#R4 5041U mr
H Am its LTD. (Haydn Cutler
Tank 5m and Rk,Hdks Agreemont, abk,Airport
Page of2
EXHIBIT "0"
Equipment
Quanlity Description Serial No�
1 Unicorn Base Radio, 300-6-1 and Antenna 319
1 Scamer No
1 Clark Aircraft Tug 600-00,12
1 North Western Aircraft Tug 600-0016
1 Tow Bar the
1 Foxcali - GPU 171a
Harrison Aviation, LTD, (Haydn Cutler
Tank Farm and Public Fuoling Agrremont, Spinks Airport
Page 25 of 26
EXH1131T L
FIXED BASK' OPEPA4"OR Pr,,RNLrcT
1. Th6 FIXED 3ASE OPERATOR PERMIT ("Permit") is islt:crl by the City of For[ Wol-th
Aviation bapxrtrtent ("l)epetrtment") to Hurrison Avla¢iuri, LTD, by H-vrisort Rlmlty Investmen,s,
LLC, C.cnerai Partner ("I'cr,ltitt^a"). ('bl; ilern•-ki a41h0dxtis Pe.mlauz snd its employecs to providit
i'1" d Baso opermor (7130") sc;vitxfi m Fort Worth WAks Airport only. 1'mrmirtee rna}, not contract
with a third party to provid:r FBO soryices at Inc Airport. 11 is Permit may not bo nssigned to my other
Indivici ual or erulr} wltilaut t11G;irlti: written Caissent trf ,he Di:votor of thcc C}:piutzt nt.
2. This PCmit shall Lm iii affect from OCttib4r k, 2020 throunit Selrtember 30, 2D25. l'ermlme
shalt have consacudw. uptians to receive mw Pcrimils t'roni the 0cpartmeiu every five (.f) years througli
June 30, 145 so ions as I]erntlttse Is :101 in dCfault Df ils obligations under the then -current PCrmli.
Fermlttea shall notify the Uapmnlent clot more rhan 190 nor Im tbil t 90 Calclldstr days prior to rite
expiration of the nernilt Then In effect of Its desire for u new tia•C (S)•yctie t 4rtoit, ThO Clr:purtmr:rir tie:}'
revoke Ihks Permit, Other tertipmadly or p.-manently, for WIN unCured Vlt)latian of the Dcpartment's
pu031ted Minisnu{t1 t;;tiutderJa I`ctr FI\ed Mm. Oparetom. Qc s4lited by The Fort Worth City Council oil
Jim fir, 1992, and•'ar m xy Wditional or rupimce;Aent t'e{Istirerrtcsits subsvgn:nil}' adopted by the l o.t
Worth City Council durlIng 1ho parlud In wIllch this Peemit Is in effect, excepi as nwy ba waived or
nmodifted In Writing by the Dopndinent (coliccti ,, ly, the "lilmimuttt StAnd?rds"). A def'Rulr kinder the
MinlMMyt St:tttrlards AIM be dc:,ntwd uni'Ll c l i t N'rmht" ::its l'a IM to Lure the defii ult within tltirly (30)
Cttiendnr days folla%vir:g rcccipt of Nvtiucn notice crf such t'arxult by thv Mparimom unlmss (i) otttortMisc
spmi tcally provided in the Minimum Smidards. In which cw,e the applicable provislon of the Minimum
Standards aholl contrrt or (31) Peerlitttea ceaseq 10 THIllty as : provi&r of F130 ssrvkces tinder the tennis of
the Minimum Slandnrds, in which cast the Npart-mml. miry :evoke this Nmiii at any time following the
Mlestone under which Pezttiuve kart lost such getatificatiori.
3. PerrWrtee shrill post and kueli visible. Ili A13 liuvs tliik Fe ftilit ,it a loctitim to w1lich the generat
il;Mie hi13 acwss auJ wbic:t is at: %abk. to the D4ptu mcm.
COJ,V1. PLA! NTS
RRGARDING SERVICFS PROVIDED BY
HARRISON AVIATION, ION, LTD.
MAY IRE DIRECTED TO
517435112-5w00
CITY Or FGWr WORM:
r
By.
I-emandn Costa
M1 3iiwnt City Nlam-.g¢r
VIARRY50N AVJAI-410N, LTD,-
13y:
kmjc6an7�iti, iilrrrtter
F ,meson Realty invasunai tm, LL.0
Omte al Pergwr
Harrison Aviation, LTD. (Haydn Cutler
Taint Perm and Public Fueling Agmement, Spinks Airport
Page 26 of 26
M&C Review
Page 1 of 2
CITY COUNCIL AGENDA
Create New From This M&C
Official site of the City of Fort Worth, Texas
FORT WORT11
�.`-
REFERENCE `*M&C 23- 55FWS HARRISON TERM
❑ATE: 4/25/2023 NO.: 0334 LOG NAME: AND SETLMNT AGRMNT,
TANK FARM LEASE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 61 Future CD B) Authorize Fxecution 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 Fart 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 (401
%) 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 Kermit),
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
llttp://apps.cfwneLol•g/council—packet/nie review.asp7ID=30961 &counci1date=4/25/2023 4/26/2023
M&C R.evicw
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 61FUTURE COUNCIL DISTRICT 8,
FISCAL INFORMATIONJCERTIFICATION:
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
I Fund Department Account I Project I Program I Activity Budget Reference # I Amount
ID I ID Year (Chartfieid 2)
FROM _
Pund Uepaitment Account I Project I Program I Activity Budget Reference # Amount
ID I ID Year 1 (Chartfield 2) I
Submitted for City Manaaer's Office hv:
Orlainatlna Denartment Head:
Additional information Contact:
ATTACHMENTS
FID TABLE,xlsx (CFW Internal)
Form 1295.odf (CFW internal)
Location Mmodf (Public)
Location Man Self Serve_ East.ndf (PLbIla)
Location Mao Self Serve West.odf (Public)
Dana Burghdoff (8018)
Roger Venables (5402)
Ricardo Barccl❑ (5403)
littp://apps.cfwjiet.oig/council—packet/Anc j-eview.asp?ID=30961&councildate=4/25/2023 4/26/2023
LEGAL DESCRIPTION EXHIBIT
TRACT 1 (450 E. McCALL STREET)
BEING a 0.0826 acre (3,600 square foot) tract of land situated in the Sarah Gray Survey, Abstract
No. 558, City of Fort Worth, Tarrant County, Texas; said tract being all of Lot 101, Block 1, Fort Worth
Spinks Airport, an addition to the City of Fort Worth according to the plat recorded in Cabinet A,
Slide 353, plat Records, Tarrant County, Texas.
TRACT 7
BEING a 0.0296 acre (1,291 square foot) tract of land situated in the Hiram Little Survey, Abstract
No, 930, City of Fort Worth, Tarrant County, Texas; said tract being a portion of Block 5, Fort Worth
Spinks Airport, an addition to the City of Fort Worth according to the plat recorded in Cabinet A,
Slide 353, Plat Records, Tarrant County, Texas; said tract being more particularly described as
follows:
BEGINNING at a point for corner, from which a 1/2" iron rod found bears North 69026'41" East, a
distance of 1,465.98 feet, said iron rod beingthe northeast corner of said Black 5;
THENCE South 0000512" East, a distance of 30.00 feet to a point for corner;
THENCE North 89051'38" West, a distance of 42.73 feet to a point for corner, from which a 1 /2" iron
rod found with cap stamped "TOPOGRAPHIC" bears South 391111'47" West, a distance of 4,450.97
feet, said iron rod beingthe southwest corner of Block 3-A of said Fort Worth Spinks Airport;
THENCE North 01119'28" West, a distance of 30.00feet to a pointfor corner;
THENCE South 89°52'24" East, a distance: of 43.38 feet to the POINT OF BEGINNING and
containing 1,291 square feet or 0.0296 acres of land, more or less.