HomeMy WebLinkAboutContract 46059 CUYSECRETAW
TANK FARM LEASE AND PUBLIC FUELING AGREEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
This TANK FARM LEASE AND PUBLIC FUELING AGREEMENT ("Lease") 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 Texas Jet, Inc. ("Lessee") a
Texas Corporation, acting by and through Reed Pigman,Jr., its duly authorized President..
In consideration of the mutual covenants, promises and obligations contained herein,
Lessor and Lessee agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee approximately 3,600 square feet of ground space at Fort
Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas,
("Premises"), as shown in Exhibit "A," attached hereto and hereby made a part of this Lease
for all purposes.
2. TERM OF LEASE.
2.1 Initial Term.
The initial term of this Lease shall commence on December 1, 2014 ("Effective
Date") and expire at 11:59 P.M. on November 30, 2034 unless terminated earlier as
provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease,upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options
� to renew this Lease for additional successive terms of five (5) years each (each a
M "Renewal Term") at a rental rate calculated in accordance with Section 3.1 and 3.2 of
M this Lease and on terms and conditions that may be prescribed by Lessor at the time.
® Lessee shall notify Lessor in writing of its intent to exercise a respective option not less
CD
than ninety (90) or more than one hundred eighty (180) days prior to the expiration of the
Z10 term then in effect. If Lessee does not exercise its option for a first Renewal Term within
< the time frame provided herein, Lessee shall automatically and simultaneously forfeit its
second option to lease the Premises for a second Renewal Term, and Lessee shall no
longer have any rights or interest in the Premises following the expiration of the Initial
Term.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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Tank Farm and Public Fueling Agreement(Texas Jet) E 0 0 C1 2 3 2014
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
3. RENT,FEES AND OTHER CHARGES.
3.1. Tank Farm Usage Fee.
Lessee shall pay a monthly rental amount of Three Hundred Seventy Dollars
($370.00)for its lease of the Tank Farm Premises.
3.2 Fuel Flowage Fees.
The fuel flowage fee rate scale is based on the number of gallons of fuel delivered
to the Premises annually. Therefore, on the Effective Date, Lessee will pay a fuel flowage
fee payment of$0.13 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 that month.
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. Annual Adjustments.
The Tank Farm Usage Fee and Fuel Flowage Fees as described in 3.1 and 3.2 of
this agreement, shall be subject to increase by Lessor on October 1, 2015, and on each
October 1st thereafter to reflect the upward percentage change, if any, in the Consumer
Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United
States Department of Labor or successor index and/or agency during the immediately
preceding twelve-month period ("CPI Change") (i), for the first increase, since the
Effective Date of this Lease and(ii) for each subsequent increase, since the effective date
of the last increase ("Annual Rent Adjustment"); provided, however, that Lessee's
rental rate shall not exceed the then-current rates prescribed by the Schedule of Rates and
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Tank Farm and Public Fueling Agreement(Texas Jet)
Charges for the type or types of property at the Airport similar to the type or types of
property that comprise the Premises. If there is no CPI Change or the CPI Change is
downward, the rental rate for the Premises shall remain constant until the following
October 1 st. In no event shall the rental rate for the Premises ever be adjusted downward.
3.5. Other Fees and Charges.
Lessee agrees to pay all other fees and charges stipulated in the Lessor's
published Aviation Minimum Standards ("Minimum Standards") as they exist or may
hereafter be amended and as they apply to the specific operations of Lessee. The
Minimum Standards is a public document adopted by the City Council on June 22, 2014,
on file and available for public inspection in the City Secretary's Office, and incorporated
herein by reference for all purposes.
4. REPORTS AND AUDITS.
Lessee shall keep true and accurate books reflecting all fuel deliveries to the Premises.
Lessee shall furnish monthly fuel delivery reports and fuel sales reports to the Aviation
Department Director or authorized representative (collectively, the "Director"). Within thirty
(30) days following the end of Lessor's fiscal year, Lessee shall submit to Lessor a detailed
statement of the total number of gallons of fuel delivered to the Premises. This statement shall
be prepared at Lessee's sole cost and expense by an independent Certified Public Accountant
satisfactory to Lessor. Any adjustment to the fuel flowage fee payments made during the
preceding fiscal year shall be made at this time. At any time during the term of this Agreement,
the City shall have the right to authorize an audit of Lessee's records as they pertain to its fueling
operations at the Airport. These audits shall be prepared at Lessor's expense by an independent
Certified Public Accountant selected by Lessor.
5. MINIMUM STANDARDS.
Unless otherwise specifically provided herein, all terms, conditions and covenants of
Lessee's FBO Permit as may subsequently be amended, which is attached as Exhibit "B,"
incorporated herein and made a part of this agreement for all purposes, shall apply in full force
and effect to this Agreement for the duration of the Initial Term and of any Renewal Term.
Lessee covenants and agrees that as an FBO it will, at all times, comply with the Minimum
Standards. Lessee's failure to otherwise abide by the Minimum Standards shall be dealt with in
accordance with the Minimum Standards General Requirements, Paragraph M. Enforcement.
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,
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maintenance or repair of any and all utilities serving the Premises, including, but not limited to,
water, sanitary sewer, electric, gas and telephone utilities.
7. MAINTENANCE AND REPAIRS.
7.1. General Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. 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
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contrary in this Section 8.3, Lessor shall have the right to inspect the Premises at any time
and for any purpose in the event of an emergency.
7.3. Performance.
If Lessee is responsible under this Lease for any maintenance or repairs,Lessor shall
notify Lessee in writing. Lessee agrees to undertake such maintenance or repair work
diligently within thirty(30) calendar days following receipt of such notice. If Lessee fails to
undertake the recommended maintenance or repairs within this time, Lessor may, in its
discretion,undertake such maintenance or repairs on behalf of Lessee. In this event, Lessee
will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee's next monthly rent payment following completion of the
maintenance or repairs.
7.4. Environmental Remediation.
Lessee agrees that it has inspected the Premises and is fully advised of its own
rights without reliance upon any representation made by Lessor concerning the
environmental condition of the premises. LESSEE, AT ITS SOLE COST AND
EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE
REMEDL4TION 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. Coveraize by Lessee's Insurance.
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Lessee's property insurance, as required by Section 14.1 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 the size and
standards that meet or exceed the size and standards of such portions of the Premises
prior to the damage or destruction. All repair and reconstruction activities carried out by
or on behalf of Lessee shall be conducted in accordance with Sections 10.2 through 10.6
of this Lease.
8.2. Premises Uninsured or Underinsured by Lessee.
If Lessee fails to carry adequate property insurance in accordance with Section
14.1 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 such date 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 9.2, Lessor repaired or rebuilt an aircraft hangar
originally constructed by Lessee, then the subsequent rental rate would not be that for
unimproved land, but rather that which applied to similar hangar space 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 Airport Systems
Director. Lessee covenants and agrees that it shall fully comply with all provisions of
this Section 10 in the undertaking of any such Improvements. Lessor shall take full title
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Tank Farm and Public Fueling Agreement(Texas Jet)
to any Improvements on the Premises upon the expiration or earlier termination of this
Lease, provided that trade fixtures shall remain the property of Lessee and may be
removed so long as Lessee repairs any damage caused thereby.
9.2. Process for Approval of Plans.
Lessee's plans for Improvements shall conform to the Airport's architectural
standards and must also receive written approval from Lessor's Departments of
Development, Engineering and Transportation/Public Works. All plans, specifications
and work shall conform to all federal, state and local laws, ordinances, rules and
regulations in force at the time that the plans are presented for review.
9.3. Documents.
Lessee shall supply the Airport Systems Director 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 Airport Systems Director. 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.
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Prior to the commencement of any Improvement, Lessee's respective contractor
shall execute and deliver to Lessee surety performance and payment bonds in accordance
with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all
work performed under such contractor's contract for such Improvements. Lessee shall
provide Lessor with copies of such bonds prior to the commencement of such
Improvements. The bonds shall guarantee (i) the faithful performance and completion of
all construction work in accordance with the final plans and specifications as approved by
Lessor and (ii) full payment for all wages for labor and services and of all bills for
materials, supplies and equipment used in the performance of the construction contract.
Such bonds shall name to both Lessor and Lessee as dual obligees. If Lessee serves as its
own contractor, Section 10.4 shall apply.
9.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed construction
work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice and
verification that the contractor has completed its work and released Lessee to the extent
of Lessee's payment for such work, including bills paid, affidavits and waivers of liens.
10. USE OF PREMISES.
Lessee agrees that it will use the Premises for the sole purpose of aircraft fuel storage and
that it will not store such fuel or receive deliveries of such fuel at any location at the Airport
other than the Premises and any other sites at the Airport that Lessee may lease exclusively
(collectively the "Leased Premises"). Lessee may also sell and dispense such items on (i) the
public use transient apron and (ii) at hangars and on other aprons at the Airport, subject to
permission from the respective parties in control of those properties. Lessee shall not in any
manner sell or dispense fuel on the Fuel Farm.
11. SIGNS.
Lessee shall not erect or maintain on the Premises any signs or billboards except those
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:
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12.1. Lessee's rights hereunder shall be subject to all existing and future utility
easements and rights-of-way granted by Lessor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas,
water, sewer, communication or other utility companies. Lessee's rights
additionally shall be subject to all rights granted by all ordinances or statutes,
which allow such utility companies to use publicly owned property for the
provision of utility services.
12.2. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building
or other structure which, in the opinion of Lessor, would limit the usefulness of
the Airport, constitute a hazard to aircraft or diminish the capability of existing or
future avigational or navigational aids used at the Airport.
12.3. Lessor reserves the right to temporarily close the Airport or any of its facilities for
maintenance, improvements, safety or security of either the Airport or the public,
or for any other cause deemed necessary by Lessor. In this event, Lessor shall in
no way be liable for any damages asserted by Lessee, including, but not limited
to, damages from an alleged disruption of Lessee's business operations.
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.
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13.1. Types of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 11, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy,
maintenance, existence or location of the Premises. Lessee shall obtain the following
insurance coverage at the limits specified herein:
• Property:
Fire and Extended Coverage on all improvements on the Premises at full replacement
cost limit;
• Commercial General Liabili ty:
$5,000,000 per occurrence, including products and completed operations;
• Automobile Liability:
$1,000,000 per accident, including, but not limited to, coverage on any automobile
used in Lessee's operations on the Premises;
• Environmental Impairment Liability:
$1,000,000 per occurrence.
In addition, Lessee shall be responsible for all insurance to construction,
improvements, modifications or renovations to the Premises and for personal property of its
own or in its care, custody or control.
13.2. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverages, are subject to change at Lessor's option if Lessor's risk
manager reasonably determines that additional coverage or increased limits are necessary
to cover Lessee's operations at the Airport. 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
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prior to the expiration of any insurance policy required hereunder, it shall provide Lessor
with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's
request, provide Lessor with evidence that it has maintained such coverage in full force
and effect.
13.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at the Airport and to
provide that no material changes in coverage, including, but not limited to, cancellation,
termination, non-renewal or amendment, shall be made without thirty (30) days' prior
written notice to Lessor.
14. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of Lessor. Lessee shall have the exclusive right to control the details of its operations
and activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees.
Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor
and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees
that nothing herein shall be construed as the creation of a partnership or joint enterprise between
Lessor and Lessee.
15. LIABILITIES AND INDEMNIFICATION.
LESSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS,
DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY OF ANY KIND, INCL UDING 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.
IN ADDITION,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 ACTION FOR
DAMAGES OFANYKIND,INCLUDING,BUT NOT LIMITED TO,PROPERTYDAMAGE
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.
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LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITYADEQUATE TO
MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE
SHALL COMPLY WITHALL 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
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 THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
16. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage or
personal damage, injury or death, Lessee hereby expressly waives its rights to plead defensively
any such immunity or exemption as against Lessor.
17. DEFAULT AND REMEDIES.
17.1. Failure by Lessee to Pay Rent,Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor
shall have the right to terminate this Lease immediately.
17.2. Failure to Have or Maintain FBO Certification.
If Lessee's FBO Permit is lawfully revoked or lawfully not renewed, Lessor shall
have the right to terminate this Lease immediately upon provision of written notice to
Lessee.
17.3. Failure to Comply with Other Terms or Conditions.
If Lessee breaches or defaults under any provision of this Lease, other than those
breaches or defaults that are addressed by Section 3, 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)
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calendar days following such written notice, Lessee shall not be in default if Lessee
commences to cure, adjust or correct the problem within such thirty (30) day period and
thereafter diligently and in good faith pursues such cure, adjustment or correction to
conclusion.
17.4. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within
twenty (20) days following the effective date of termination or expiration, Lessee shall
remove from the Premises all trade fixtures, tools, machinery, equipment, materials and
supplies placed on the Premises by Lessee pursuant to this Lease. After such time,
Lessor shall have the right to take full possession of the Premises, by force if necessary,
and to remove any and all parties and property remaining on any part of the Premises.
Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants,
employees or representatives, which may stem from Lessor's lawful termination of this
Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise
of any rights granted hereunder excluding such acts of Lessor's negligence which cause
direct damages to Lessee.
18. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (i) hand-delivered to the other parry, its agents, employees, servants
or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as
follows:
TO LESSOR: TO LESSEE:
City Of Fort Worth Reed Pigman, Jr., President
Aviation Department Texas Jet, Inc.
4201 N Main Street, Suite 200 Hngr 23N
Fort Worth,Texas 76106 200 Texas Way
Fort Worth, Texas 76106
19. ASSIGNMENTS AND SUBLETTING.
19.1. In General.
Lessee shall not assign, sell, convey, sublease or transfer any of its rights,
privileges, duties or interests granted by this Lease without the advance written consent
of Lessor, which consent shall not be unreasonably withheld or delayed.
19.2. Conditions of Approved Assignments and Subleases.
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Tank Farm and Public Fueling Agreement(Texas Jet)
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, ACCOUNTS AND
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 FOR A FAIL URE BY LESSEE TO PAY LESSOR 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
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
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Tank Farm and Public Fueling Agreement(Texas Jet)
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, the Mandatory Improvements and any
Discretionary Improvements.
22. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and
Lessee immediately shall remove from the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of
this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned and
operated by Lessor, as such laws, ordinances, rules and regulations exist or may hereafter be
amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees,
contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules
or regulations, Lessee shall immediately desist from and correct the violation.
23. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis
of race, color, national origin, religion, handicap, sex, sexual orientation, transgender, gender
identity, or gender expression. Lessee further agrees for itself, its personal representatives,
successors in interest and assigns that no person shall be excluded from the provision of any
services on or in the construction of any improvements or alterations to the Premises on grounds
of race, color, national origin, religion, handicap, sex, sexual orientation, transgender, gender
identity, or gender expression.
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Tank Farm and Public Fueling Agreement(Texas Jet)
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted. If
any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its
personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and
hold Lessor harmless.
24. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at the Airport.
25. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
26. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of that party's right to
insist upon appropriate performance or to assert any such right on any future occasion.
27. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance
with the laws of the State of Texas.
28. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys
fees, and the prevailing party shall not be entitled to recover attorneys' fees..
29. SEVERABILITY.
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Tank Farm and Public Fueling Agreement(Texas Jet)
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
30. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts
of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems and/or any other cause beyond the reasonable control of Lessor or
Lessee.
31. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
32. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein
by reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of Lessor.
33. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or
any amendment hereto.
[Signature Pages Follow]
Page 17 of 20
Tank Farm and Public Fueling Agreement(Texas Jet)
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples, this
r?day of C j�Q p , , 2014.
DL )LESSOR:
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: 1011-:5-1114/4
OFFICIAL RECORD
CITY SECRETARY
STATE OF TEXAS § FTC WORTH,TX
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
City of Fort Worth, and that he executed the same as the act of City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day o ,
2014.
,"JIW EVONIA DANIELS
11ti.4 Pke"I. Notary PUbIiC,state of Texas
My commission Expires o ary Public in and for th State of Texas
July 10, 2017
APPROVED(AS TO FORM AND LEGALITY: ATTE kT:By: 'e� By. .�
Charlene Sanders Mary Kayser
Assistant City Attorney �_ City Secretary
Date: 7?J��`1 Date:
M&C:- ''Z'I��
°
*As
Page
Tank Farm and Public Fueling Agreement(Texas Jet)
LESSEE:
TEXAS JET,INC. ATTEST:
By: ByQ
Reed Pigm'an, Jr.
President
Date:
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 Reed Pigman,Jr.,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
Texas Jet,Inc., and that he executed the same as the act of Texas Jet,Inc., for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3AJ day of d'
2014.
=AM tary Public in and for the State of Texas
tel
Page 19 of 20
Tank Farm and Public Fueling Agreement(Texas Jet)
EXHIBIT A
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Page 20 of 20
Tank Farm and Public Fueling Agreement(Texas Jet)
M&C Review Page 1 of 1
Official site of the City of Fort Worth,Texas
ITT COUNCIL FORT��U ft7 H
COUNCIL ACTION: Approved on 9/23/2014
DATE: 9/23/2014 REFERENCE NO.: **C-27002 LOG NAME: 55FTW TEXASJET
TANK FARM
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Tank Farm Lease and Public Fueling Agreement with Texas Jet,
Inc., for Fuel Site No. 3-A at Fort Worth Meacham International Airport(COUNCIL
DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Tank Farm Lease and Public
Fueling Agreement with Texas Jet, Inc., Fuel Site No. 3-A at Fort Worth Meacham International
Airport.
DISCUSSION:
Texas Jet, Inc., currently leases Fuel Site No. 3-A at Fort Worth Meacham International Airport, City
Secretary Contract(CSC) No. 23530 (Lease). This Lease will expire on November 30, 2014. On
January 17, 2014, the Aviation Department received a request from Texas Jet Inc., to enter into a
new Lease for Fuel Site No. 3-A at the expiration of the current Lease.
The rental rate of$370.00 per month from this Lease will generate revenue of$4,400.00
annually. Fuel flowage fees will be paid by Texas Jet, Inc., according to the current published Airport
Schedule of Rates and Charges and in accordance with the Aviation Minimum Standards.
The initial term of the Lease will be 20 years to expire on November 30, 2034 with two five year
options to renew. All terms and conditions of the Lease Agreement will be in accordance with
standard City and Aviation Lease Policy.
This property is located in COUNCIL DISTRICT 2, Mapsco 48P.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Aviation Department will be
responsible for the collection and deposit of funds due to the City under this Agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 491052 0551101 $4,400.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: James Burris (5403)
ATTACHMENTS
Fuel Farm Site 3-A.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=20275&councildate=9/23/2014 10/23/2014