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HomeMy WebLinkAboutContract 46422 CITY SECRETARY CONTRACT NO. �11- ASSIGNMENT OF FUEL FARM MANAGEMENT AGREEMENT This ASSIGNMENT OF FUEL FARM MANAGEMENT AGREEMENT is entered into by and between ALLIANCEAIPRORT AUTHORITY, INC. (the "Authority"), a Texas industrial development corporation, and the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas. RECITALS The Authority and the City hereby agree that the following statements are true and correct and constitute the basis upon which the Authority and the City have entered into this Agreement: A. The Authority and AT Fuel Services, LLC previously entered into that certain Exclusive Leasing Agreement dated on or about February 5, 2015 (the "Agreement"). B. The Agreement specifically allows the Authority to assign its right, title and interest in the Agreement to the City or any instrumentality or entity created by the City. C. The Authority wishes to assign all of its right, title and interest in the Agreement to the City, and the City is willing to accept such assignment. ASSIGNMENT The Authority hereby assigns, and the City hereby accepts, all right, title and interest in the Agreement, effective on the date indicated below. CITY OF FORT WORTH: ALLIANCEAIRPORT AUTHORITY, INC. By: By: Fernando Costa Jesus Chapa, m Assistant City Manager its authorized representative m r" Date: / v Date: w ✓ 3� � 0 T, " S� .20 No M&C requi ed �OR7, Resolution No. 2015-6 A>l ted R= OFFICIAL RECORD o CITY SECRETARY Maty J. r Ci Secre °° �°Py FT.WORTH,Tx ?'EXP EXECUTION COPY FUEL FARM MANAGEMENT AGREEMENT This Fuel Farm Management Agreement (the "Agreement") is entered into as of the 5th day of February, 2015, by and between AllianceAirport Authority, Inc., a nonstock, nonprofit industrial development corporation ("Owner")and AT Fuel Services, LLC a Texas limited liability company ("Manager"). Owner and Manager may also herein be referred to as a "Party" or collectively as the "Parties". 1. Property. Owner is the owner of an aviation jet fuel farm facility located on certain real property commonly known as the Alliance Fort Worth Maintenance Base, located in Fort Worth, Texas (the "Base"), as more particularly shown on Exhibit A attached hereto (the "Property" or the "Fuel Farm"). For purposes of this Agreement, the Fuel Farm is the only property covered by the terms of this Agreement; provided the Meter and the TAESL Pipe Segment as both are described within one Facilities Lease Agreement dated as of February 5, 2015 between AllianceAirport Authority and Texas Aero Engine Services, L.L.C. ("TAESL") , shall be considered part of the Fuel Farm for purposes of this Agreement. 2. Appointment of Manager. Owner hereby appoints Manager as the exclusive manager of the Property upon the terms and conditions set forth herein, and Manager hereby accepts such appointment. Manager agrees to perform the services covered under this Agreement, and Owner authorizes Manager to perform these services on behalf of Owner. Manager acknowledges that it is an independent contractor and not an employee of Owner. Manager shall have no right or authority, express or implied, to commit or otherwise obligate Owner in any manner whatsoever, except to the extent specifically provided in this Agreement. Manager shall have no right or interest in the Property, nor any claim or lien with respect thereto, arising out of this Agreement or the performance of its obligations hereunder. In this capacity, Manager agrees to deal at arm's length with all third parties to further the interests of Owner. Manager, on behalf of Owner, shall implement, or cause to be implemented the decisions of Owner with respect to the Fuel Farm and shall conduct the ordinary and usual business affairs of Owner as provided in this Agreement. Manager agrees to use its best efforts in the management and operation of the Fuel Farm and to comply with the instructions and policies that are reasonably requested by Owner. 3. Term. (a) Term/Termination Without Cause. The term of this Agreement shall commence on February 5, 2015 and expire on December 31, 2016("Initial Term"). The term of this Agreement will be automatically extended for consecutive 24-month periods beginning on the date the Initial Term expires (each, a "Renewal Term") unless Manager notifies Owner in writing no later than 180 days prior to the last day of the Initial Term or a Renewal Term as may be applicable that it desires to the Agreement to terminate on the last day of the then current Term. Prior to the date this Agreement terminates, Owner and Manager shall continue to perform all of their obligations under this Agreement. Notwithstanding anything in this Agreement to the contrary,Manager and Owner will have the right to terminate this Agreement for any reason and at any time upon at least one hundred eighty (180)calendar days' prior written notice to the other Party . (b) Termination With Cause. (i) Without Notice. Either Party may terminate this Agreement immediately upon written notice to the other upon the occurrence, in the terminating Party's reasonable judgment, of any of the following events: (A) A Party hereto has failed to perform its obligations to the other Party under this Agreement and such failure has not been cured after thirty (30) days written notice from the Party exercising the termination right to the other Party (or, if such failure is not reasonably curable within such thirty (30) day period, such longer period as may be reasonably required to cure such failure, provided that the Party so notified is diligently endeavoring to cure such failure); (B) A receiver, liquidator or trustee of the other Party is appointed by court order, or a petition to liquidate or reorganize such Party is filed against it under any bankruptcy, reorganization or insolvency law, or such Party files a petition in bankruptcy or requests reorganization under the provisions of any bankruptcy reorganization or insolvency laws, or if such Party makes an assignment for the benefit of its creditors, or if such Party is adjudicated bankrupt; or (C) The consummation of a bona fide sale of the Property to a new owner not affiliated with Owner. (ii) Obligations Upon Termination. Manager acknowledges and agrees that all books, records, contracts, leases, files and correspondence relating to the Fuel Farm, including, but not limited to, correspondence with tenants or prospective tenants, computations of management fees and operating expenses, maintenance programs, schedules and logs, fuel inventory reconciliations related to Owner or a tenant of Owner, correspondence with vendors, and correspondence with federal, state, county and municipal authorities, are the sole property of Owner and shall, upon written request of Owner, be delivered to Owner or Owner's designee within thirty (30) days after the date such notice is received, provided Manager may retain copies of any of the same to the extent it deems such reasonably necessary. In addition, within thirty (30) days after the termination date, Manager shall (i) vacate any space in the Property provided by Owner for the use of Manager; (ii) and remove all signs that are placed at any location on the Property stating the name of Manager and repair any damage caused by the removal of such signs. 4. Fuel Services Fee and Reimbursement for Expenses. (a) Fuel Services Fee. The compensation to Manager for the management services it provides to Owner hereunder shall be a fee in an amount equal to forty-five cents ($.45) per gallon of aviation jet fuel that meets the quality, requirements, and specifications necessary for Owner's aviation related tenants at facilities at or near the Base, to reasonably conduct their operations ("Fuel Fee"), i.e. those who are to have the right to such product stored in the Fuel Farm ("Jet Fuel"), that is delivered from the Fuel Farm to such tenants. Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 2 of 20 Owner shall direct all tenants (including TAESL, for example) to make such Fuel Fee payments directly to Manager and Owner shall have no claim to any of such funds. Such Fuel Fee payments shall be considered the "Fuel Services Fee" hereunder. Notwithstanding the foregoing, Manager may adjust the Fuel Fee in an amount not to exceed three percent (3%) per annum. Such adjustments may be made effective not more than one time in any one calendar year; first such adjustment to not be effective prior to January 1, 2016. Notice of any such adjustment shall be provided to Owner in writing not less than sixty (60) calendar days prior to the effective date of an adjustment. Owner shall not less than thirty (30) calendar days prior to the effective date of such an adjustment, notify any and all tenants of such adjustment. Should any Fuel Fee be paid to Owner, it shall promptly upon receipt forward such amount directly to Manager. Owner shall instruct all of its tenants in writing (prior to the commencement date of any tenancy or other use of facilities that contemplate usage of the Fuel Farm),that the Fuel Fee must be paid monthly to Manager. (b) Reimbursement of Expenses. Except for the cost of the items described on Exhibit B attached hereto or as otherwise provided for in this Agreement, if any, the Fuel Services Fee shall compensate Manager for all of the costs it incurs in providing management services hereunder in accordance with the terms of this Agreement. 5. Management of Property. (a) Scope of Management Services. Manager hereby agrees that it shall be solely responsible for the management of the Property and shall use commercially reasonable efforts to manage, operate and maintain the Fuel Farm efficiently and in a commercially reasonable manner satisfactory to Owner. Manager shall perform those services detailed on Exhibit C attached hereto(the"Services"). It is expressly understood and agreed that during the term of this Agreement, Owner shall not have any obligation to involve itself in any way with the day-to-day operation of the Fuel Farm, and shall have no obligation except as otherwise provided herein to give or communicate orders or instructions to employees or personnel employed by Manager to manage the Fuel Farm. Manager shall make available to Owner the full benefit of the judgment, experience and advice of all members of Manager's organization and staff with respect to the management of the Fuel Farm at no additional charge to Owner. Manager shall consult with Owner at any reasonable time upon Owner's reasonable request and keep Owner advised as to all material and extraordinary matters and decisions affecting the Fuel Farm. (b) Collection of Monies. Manager shall use commercially reasonable efforts to collect in a timely manner all Fuel Fee amounts payable by tenants of the Fuel Farm. Manager is hereby authorized to request,demand, collect and receive all such Fuel Fees. (c) Audit and Inspection Rights. Owner shall have reasonable access, at reasonable times and only following three (3) days' advance written notice to Manager, to review Manager's books and records relating to the Fuel Farm, and Owner shall also have the right to audit such books and records, following three (3) days' advance written notice to Manager, during the Term of this Agreement; provided, however, that any such audit (i) shall be conducted only at Manager's offices in Fort Worth, Texas and only during Manager's normal business hours, (ii) shall be conducted in accordance with Owner's reasonable instructions, and (iii) shall be related only to those activities performed by Manager for Owner. The cost of any such audit shall be borne solely by Owner. Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 3 of 20 (d) Compliance with Legal Requirements. Subject to the other terms and conditions of this Agreement, including without limitation Exhibit C, Manager shall take, at Owner's sole expense, such actions as may be necessary to comply with any and all laws, regulations, orders, or requirements which apply to the Fuel Farm or its ownership or operation (hereinafter "Applicable Laws"). Manager represents and warrants that it and its employees presently hold all licenses and permits legally required for it to perform its obligations under this Agreement, and Manager hereby covenants and agrees to maintain all such licenses and permits during the term of this Agreement. (e) Insurance. (i) Property Insurance. Owner shall, at Owner's expense, maintain "all risk" property insurance for the Fuel Farm which contains coverages and is issued by companies that are acceptable to Owner, in Owner's sole discretion. Such policy(ies) shall name Owner as a named insured and Manager as a [named] insured. Owner shall waive its right of subrogation against the Manager, and the Owner's policy shall be endorsed to prohibit subrogation against the Manager for any cause. (i i) Personal Property of Manaeer. Owner shall not be liable to Manager, its employees, agents, customers and invitees for loss or damage to their personal property and business records located at the Fuel Farm. Manager shall obtain and keep in full force and effect during the term of this Agreement extended coverage property insurance covering one hundred percent (100%) of the replacement cost of Manager's personal property. Manager shall procure from its insurers waivers of subrogation with respect to claims against Owner under policies in which Owner is not named as an additional insured. (iii) Liability Insurance. Owner shall at all times during the term of this Agreement carry Commercial General Liability ("CGL") insurance with respect to the Fuel Farm in an amount of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and One Hundred Million Dollars ($100,000,000) in the aggregate. Such insurance shall be primary and shall name Manager as an additional insured. Manager shall at all times during the term of this Agreement carry CGL insurance covering the actions taken by Manager as excess insurance in performing its obligations under this Agreement with minimum limits of at least Two Million Dollars ($2,000,000) issued by an insurance company acceptable to Owner. Owner shall be named as an additional insured under Manager's CGL policy. (iv) Aviation Liability Insurance. Owner shall at all times during the term of this Agreement carry Aviation Liability Insurance with respect to the Fuel Farm (including hangarkeepers liability coverage), covering, without limitation, aircraft products and completed operations, airport premises liability, grounding liability, bodily injury and property damage (all with limits of no less than One Hundred Million Dollars ($100,000,000) per occurrence) and also covering fire legal liability (with aggregate limits of no less than One Hundred Million Dollars ($100,000,000) with all such coverages to be on an "occurrence" basis with limits of no less than One Hundred Million Dollars ($100,000,000) per consecutive twelve (12) month period. Such insurance shall be primary and shall name Manager as an additional insured. (v) Premises pollution liability (PPL) Insurance. Owner shall at all times during the term of this Agreement carry PPL covering environmental risks associated with Owner's present or future activities at or in connection with the Property and the Base as a whole; the lease and use by Owner of and the Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 4 of 20 operations and activities conducted by Owner or its agents, tenants and contractors at or in connection with the Property and the Base; and the lease by Owner and the use of the Base, with limits of no less than Five Million Dollars ($5,000,000). Such policy shall name Manager as a named insured. Owner shall as soon as reasonably possible following the date hereof, at its sole cost and expense, have performed a Phase II Environmental Site Assessment ("ESA") covering the Property and the Base. Promptly upon completion of such ESA, Owner will use reasonable efforts to have the aforementioned PPL endorsed to also cover past activities at or in connection with the Property and the Base. (vi) Workers' Compensation and Employer's Liability Insurance. Manager shall carry Worker's Compensation insurance in statutory amounts. In addition, Manager shall carry Employer's Liability Insurance in not less than the following amounts: (A)One Million Dollars($1,000,000) bodily injury by accident, each accident; (B) One Million Dollars ($1,000,000) bodily injury by disease, each employee; and (C) One Million Dollars($1,000,000) bodily injury by disease,policy limit. Upon request of Owner, Manager shall furnish Owner with evidence of such insurance throughout the term of this Agreement. Manager's policy shall be endorsed to waive its rights of subrogation against Owner by its insurance company. (vii) Property Losses. Manager shall promptly investigate and report to Owner, and to Owner's insurance carrier, all claims for damage to the Fuel Farm. Manager is authorized to settle claims for damage to Owner's property up to a maximum of One Thousand Dollars ($1,000). Property claims in excess of One Thousand Dollars ($1,000) shall, at Owner's option, be settled by Owner or Owner's authorized representative. (viii) Accidents. Manager shall promptly report all third party accidents/incidents to Owner. All reports shall be in a form reasonably acceptable to Owner and Owner's insurance company. (ix) Contractors and Vendors. Manager shall require that all parties performing work on or with respect to the Fuel Farm, including, without limitation, contractors, subcontractors, materialmen and service vendors name Owner as an additional insured on any Commercial General Liability Insurance, Umbrella Liability Insurance, and Automobile Insurance secured by such parties. (x) Use of Property. Manager agrees not to knowingly permit the use of the Fuel Farm for any purpose which might void or violate any policy of insurance relating to the Fuel Farm or which might render any loss thereunder uncollectible. (xi) Waiver of Subrogation. Owner, on behalf of itself and its insurers, waives its rights of recovery against Manager or Manager's partners, shareholders, officers, directors and employees, for damages sustained by Owner as a result of any damage to the Fuel Farm or damage to property of others or bodily injury or death arising from any risk or peril to the extent covered by any insurance policy carried by or required to be carried by Owner pursuant to the terms of this Agreement, and Owner agrees that no party shall have any such Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 5 of 20 right of recovery by way of subrogation or assignment with respect to same. Subject to the terms and provisions of Exhibit C, Manager, on behalf of itself and its insurers, waives its rights of recovery against Owner or any person who holds a direct or indirect ownership interest in Owner and their respective officers, directors and employees, for damages sustained by Manager as a result of any damage to its property or damage to property of others or bodily injury or death arising from any risk or peril to the extent covered by any insurance policy actually carried by or required to be carried by Manager pursuant to the terms of this Agreement, and Manager agrees that no party shall have any such right of recovery by way of subrogation or assignment with respect to same. Owner and Manager shall each notify their respective insurance carriers of the mutual waivers herein contained and shall cause their respective insurance policies required hereunder to include an acknowledgement of and agreement to such waivers or to be endorsed, if necessary, to prevent any invalidation of coverage as a result of the mutual waivers herein contained. 6. Employees. Manager shall employ or shall contract with third parties to provide sufficient employees to properly, safely, and economically manage, operate, and maintain the Fuel Farm. Manager is responsible for all matters pertaining to the employment, supervision, compensation, promotion, and discharge of Manager's employees and for the contracting with third parties to properly manage, operate, and maintain the Fuel Farm. (a) Manager shall fully comply with all Applicable Laws and regulations pertaining to worker's compensation, social security, unemployment insurance, hours of labor, wages, working conditions under Manager's control, and other employer-employee matters related to Manager's employees. (b) Manager, as an independent contractor, has the authority to control and direct the management and operation and of the Fuel Farm. All persons employed at the expense of the Owner in connection with the management and operation of the Fuel Farm shall be employees of Manager or such consultants, independent contractor,or contractors as may be retained by Manager. (c) No general, administrative or overhead costs of Manager's primary office shall be passed through to Owner except as specifically stated herein. 7. Indemnification. Owner hereby releases Manager from all claims, damages and costs (including reasonable counsel fees) arising out of or in connection with the management of the Property and the operation thereof, except for acts of Manager not authorized by this Agreement, acts of discrimination as defined by Title VII of the Civil Rights act of 1964, acts of willful misconduct or the gross negligence of Manager, its employees and agents (collectively "Unauthorized Acts"). To the extent permitted by law, Owner shall indemnify, defend, and hold Manager and each of Manager's partners, directors, shareholders, members, officers, employees and agents harmless from and against all claims,damages and costs (including reasonable counsel fees) made by third parties in connection with the performance by Manager of its duties in accordance with the terms of this Agreement, except to the extent caused by the Unauthorized Acts of Manager, its employees or agents. The indemnities contained herein shall survive the termination of this Agreement for a period of time commensurate with the expiration of the applicable statute of limitations period(s). Notwithstanding anything herein to the contrary, under no circumstances shall Manager be responsible for any special damages, lost profits or revenues, consequential damages or exemplary damages. Owner shall require of any tenant entitled to benefit from or otherwise use the services of the Fuel Farm, that such tenant likewise agree, as a condition to its tenancy, that it shall make no claim against Manager for any special damages, lost profits or revenues, consequential damages or exemplary damages. Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 6 of 20 8. Governmental Entity. Manager acknowledges that Owner is a public entity, and as such is subject to the Texas Open Meetings Act and the Texas Public Information Act. Further, certain of Owner's contracts, agreements, expenditures, and other actions are subject to the approval of its governing body, in a public meeting, which approval may be withheld for any reason or no reason. By execution of this Agreement, Owner does not waive any of its governmental powers or immunities, except, to the extent permitted by law, Owner hereby waives its immunity from suit by Manager for any breach of this Agreement by Owner. 9. Waiver of Claims by Tenants. Owner will and shall cause each tenant to waive its rights of recovery against Manager or Manager's partners, shareholders, officers, directors and employees, for damages sustained by such tenant as a result of any damage to property or bodily injury or death arising from any risk or peril (except to the extent caused by the gross negligence or willful misconduct of Manager). 10. General Provisions. (a) Relationship. Manager and Owner shall not be construed as joint venturers or partners of each other and neither shall have the power to bind or obligate the other party except as set forth in this Agreement. This Agreement shall not deprive or otherwise affect the right of either party to own, invest in, manage or operate property, or to conduct business activities which are competitive with the business of the Property. (b) Assignment. Manager shall not assign this Agreement without the prior written consent of Owner, which may be given or withheld in Owner's sole discretion; provided, however, Manager may, without Owner's consent, assign this Agreement to any one or more of the following persons (each of the following being referred to as an "Alliance Assignment"): (i) H.R. Perot, Jr.; (ii) any ascendant, descendant, spouse or sibling of H.R. Perot, Jr.; (iii) any trust, family limited partnership or similar entity established primarily for the benefit of one or more persons described in subparagraphs (i) and/or(ii) above, or the estate of any such person; and/or (iv) any affiliate of the foregoing. Subject to the foregoing limitations, the covenants and agreements herein contained shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, successors, and assigns. In the event of a permitted assignment including, without limitation, an Alliance Assignment, Manager shall be relieved of liability or obligation under this Agreement upon the effective date of such assignment (other than liability or obligation that accrued prior to such date). Owner shall not assign this Agreement without the prior written consent of Manager, which may be given or withheld in Manager's sole discretion, except that Owner may assign this Agreement to the City of Fort Worth or any other instrumentality or entity created by the City of Fort Worth without the consent of Manager. (c) Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered (i) in person (by hand, by messenger or by courier service), (ii)by U.S. Postal Service regular mail, (iii) by U.S. Postal Service certified mail, return receipt requested, (iv) by U.S. Postal Service Express Mail, Federal Express or other overnight courier, or (v) by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this section. The addresses set forth beside the signatures of each party to this Agreement shall be the addresses for notice purposes under this Agreement. From time to time, Owner or Manager may by written notice to the other specify a different address for notice purposes. Any notice sent by regular mail or by certified mail, return receipt requested, shall be deemed given three (3) days after deposited with the U.S. Postal Service. Notices delivered by U.S. Express Mail, Federal Express or other courier shall be Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 7 of 20 deemed given on the date delivered by the carrier to the appropriate party's address for notice purposes. If any notice is transmitted by facsimile transmission, the notice shall be deemed delivered upon telephone confirmation of receipt of the transmission thereof at the appropriate party's address for notice purposes. If notice is received on Saturday,Sunday or a legal holiday, it shall be deemed received on the next business day. (d) Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and no alteration, modification, or interpretation hereof shall be binding unless in writing and signed by both parties. (e) Severability. If any provision of this Agreement or its application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. (f) Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Texas, and the exclusive venue for any action relating to this Agreement shall be in Tarrant County,Texas. (g) No Third Party Rights. The provisions and conditions of this Agreement are solely for the benefit of Owner and Manager, and any lawful assignees thereof, and are not intended to grant any rights, contractual or otherwise, to any other person or entity. 11. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart shall be deemed an original, and all counterparts shall be deemed the same instrument with the same effect as if all parties hereto had signed the same signature page. Each party may transmit its signature by facsimile or e- mail (PDF or similar), and any faxed or e-mailed signed counterpart of this Agreement shall have the same force and effect as an original. 12. Exhibits. The exhibits to this Agreement are incorporated herein by this reference. 13. Headings. The titles and headings of the various sections of this Agreement are intended solely for convenience and shall not be construed as an explanation, modification or intended construction of any terms or provisions of this Agreement. (Signatures on Following Page] Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 8 of 20 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. OWNER: AllianceAirport Authority, Inc., a Texas nonstock, nonprofit industrial development corporation By: Name: .Tesus ?. Cha aa— Title: !ts au fno►^r'�t ✓est.✓ 1rbv'e, MANAGER: AT l~uel Services, LLC, a Texas limited liability company By: Name: Title: re4 �de.•�-}- Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 9 of 20 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. OWNER: AllianceAirport Authority, Inc., a Texas nonstock, nonprofit industrial development corporation By: Name: Title: MANAGER: AT uel Services, LLC, a Texas limited liability company By: Name: Title: '-?,r t s d -t- Fuel Farm Management Agreement Alliance Fort Worth Airport Fuel Farm Page 9 of 20 Address for notices to Owner: OWNER: Alliance Airport Authority, Inc. 1000 Throckmorton Fort Worth, Texas 76102 Attn: Director, Housing& Economic Development Dpt. With a Copy to: City Attorney City of Fort Worth 1000 Throckmorton Fort Worth,Texas 76102 Address for notices to Manager: MANAGER: AT Fuel Services, LLC 2221 Alliance Blvd., Ste. 100 Fort Worth,Texas 76177 Attn: President Exhibit A PROPERTY Diagram of Fuel Farm Diagram of TAESL Pipe Segment and Fuel Meter Site Plan NNVJ J710 bl'I V?JVd IS 3 3is .1 IS it N 7-lvC 0^ o Tat. MVI -,3n,3a wavi i3nj sv"UN a� nA .� m o +) 4n _ r Qj m L.L. o 0 3 C 0 0 LL U LL a CL) 0 w c W dl � O W LJ6 LLIh W Q - � LL c Z Q o � a Z a CW O G i y .a Q C7 of a O W u V CAm d b LU m V FL � a s v d T � N CC } W L Li C LJ t O y y�y 10 .G A M v a F. d C C O N G LL C `�� I Jp O s J u PP W d SI�o Ccba a' O c C LU Vl y R 00 m W S O M M a� -A .r LL E Fa- m O C C d� p a �tb C1 C J V Ny .� Ln v, v c Q o d .o 41 c �ti o �. ;5 3 °° `n o o o 41 c er o g a C H 'ani v a 'OO-C-C J G GI u m fp q N C C - aO S1 4' C d O d ii Q ew e 1C0 o ; � }Cp7 C_ C� @ 0 �r ,C Q y t/� W C O (U s t SITE PLAN w s 3 o 0-1 _ I � __ 5 ar � 1•Itl Lae e c Exhibit B ITEMS PAID FOR BY OWNER (a)Manager shall on an annual basis prepare and submit to Owner a list of expected capital repairs for the ensuing year, provided this shall be understood to be Manager's best projection but shall not relieve Owner of its responsibility to pay for other capital repairs and expenditures as hereafter described . Owner shall pay directly the cost of all necessary permits and all capital repairs and expenditures, including without limitation,the cost of compressors, pumps, motors, valves, nozzles, fuel tanks, filter vessels, environmental clean ups, computer components and software associated with the current inventory control system, underground pipe repairs and meters as well as any other Fuel Farm component that needs replacement that has a value over$500 and a life expectancy of more than 3 years. Should timing not permit payment to be made directly by Owner to the vendor,Manager shall pay for such repair or expenditure and Owner shall reimburse Manager in full within 30 days of receipt of invoice or other proof of payment by Manager. (b) Contract services, emergency expenses and expenses to allow performance of Services — Manager shall be reimbursed by Owner for actual contract services expenses approved by Owner or included within an approved budget. In addition, Manager may take such action or incur such expense without obtaining approval of Owner if Manager, in Manager's reasonable judgment, concludes that an emergency exists and, under the circumstances, a delay in Owner's procurement of or approval of procurement of any goods or services to address the emergency adequately will result in public calamity; impair preservation of the Fuel Farm or the Base; harm the public health or safety of residents in the City of Fort Worth; or likely cause damage to machinery, equipment or other property on the Property. Manager may also take such action or incur such expense without obtaining approval of Owner if Manager, in Manager's reasonable judgment, concludes that failure to take such action or incur such expense would render Manager unable to comply with its obligations to provide Services in accordance with this Agreement. Notwithstanding the foregoing, Manager shall, as soon as reasonably practicable thereafter, notify a representative of Owner by telephone or electronic mail as to the existence of such emergency or other need to take action or incur expense, and the action taken and/or expense incurred or anticipated. Exhibit C SERVICES From and after the first day of the Initial Term,Manager shall provide all labor, materials, supplies, equipment and tools to maintain and operate the elements of the Fuel Farm and to perform management services related to the Fuel Farm as expressly required herein,provided such services shall under no circumstance include maintenance beyond the meter connected to the TAESL Pipe Segment referred to in this Agreement and as shown on the second diagram attached as Exhibit A (the"Services) nor shall they require entrance by Manager into facilities leased by Owner to a tenant, including without limitation TAESL. . Owner and Manager agree and acknowledge that in addition to the underground fuel line running from the Fuel Farm to the facilities leased to TAESL and the underground fuel line running from the Fuel Farm to the hangar facility on the Base, that there exists a third underground line that feeds the Central Utility Plant on the Base. It is acknowledged that a prior tenant of the hangar at some point in time prior hereto, shut off such third line and that fuel exists in that line. Owner agrees that Manager shall have no responsibility or liability for anything related to such third line, including without limitation, any responsibility or liability from an environmental standpoint nor any responsibility to put such line in working order or to incur any costs or expenses related to such third line. Notwithstanding anything within the Agreement to the contrary, Manager shall have no liability or responsibility with regard to the condition of the Fuel Farm at the commencement of the Initial Term. Owner shall be full liable for any claims,damages, judgments, fines,penalties,costs, liabilities (including sums paid in settlement of claims) or loss including reasonable attorney's fees,reasonable consultant's fees, and reasonable expert fees which arise in any way from (i) the condition of the Fuel Farm or other actions or failures to act by any person or entity, including without limitation the Owner, prior to commencement of the Term, (ii) a violation of Applicable Laws, or violation of any environmental permits, governmental orders and compliance plans and all laws,orders, rules,regulations,permits and requirements of duly constituted public authorities that are applicable to the Fuel Farm and which arise in any way from the condition of the Fuel Farm or other actions or failures to act by any person or entity,including without limitation the Owner,prior to commencement of the Term, (iii) the presence of Hazardous Materials in the environment, including but not limited to, the air, soil,groundwater, or soil vapor, including but not limited to land on or under the Fuel Farm or adjacent portions of property and which arise in any way from the condition of the Fuel Farm or other actions or failures to act by any person or entity, including without limitation the Owner,prior to commencement of the Term. The Services shall include, the following: (a) Manager shall maintain, repair, replace, calibrate, and inspect the Fuel Farm, including, without limitation, all future improvements and additions thereto, and all ground equipment and equipment used by Manager, in order to keep the Fuel Farm: (i) in good, safe, and efficient operating condition and repair; (ii) in sanitary and sightly condition; (iii) in compliance with all Applicable Laws, and (iv) in compliance with all directives and applicable rules reasonably established by the Owner. Without limiting the generality of the foregoing, in accordance with ATA 103 and applicable federal, state, and local Laws, Manager shall maintain records of inspections of the Fuel Farm that demonstrate there are no leaks in the pipelines that are a part of the Fuel Farm, and that any fuel present in vaults containing vents, drains, valves, or any other subsurface features of the Fuel Farm shall be removed on a scheduled basis to prevent release of any fuel to the environment; (b) Manager shall take such measures as are reasonably required in order to secure the Fuel Farm and to prevent tampering with the Fuel Farm, including, without limitation, control of the Fuel Farm, storage and distribution facilities, buildings,and equipment, provided, however, Manager shall not be required to provide guards; (c) Manager shall implement quality control standards and a preventive maintenance program utilizing ATA Specification 103 and its own maintenance practices and procedures as the basis for minimum standards; (d) Manager shall perform such other functions relating to the operation and maintenance of the Fuel Farm as the Owner may reasonably authorize or request; (e) Manager shall provide management and technical personnel to attend meetings required for the orderly and efficient operation of the Fuel Farm, including, but not limited to, meetings with the Owner, tenants, suppliers, engineers, contractors, agencies, and others; (f) Subject to the direction and authority of the Owner, Manager shall monitor and control withdrawals of Jet Fuel from the Fuel Farm in accordance with the terms and provisions of this Agreement; (g) Manager shall assure that Fuel delivered to the Fuel Farm and dispensed from the Fuel Farm meets or exceeds the Fuel Specification and Purity Standards listed in the latest edition of ATA Specification 103, Section 1-2. Manager may refuse to accept any deliveries without penalty or breach of its obligations hereunder if the party delivering such Fuel does not provide Manager with evidence satisfactory to Manager (including without limitation any written certificate of compliance that Manager may in good faith request) that such Fuel complies with the foregoing specifications; (h) Manager shall conduct or shall arrange for duly qualified independent third parties to conduct and record results of fuel receipt inspections in accordance with ATA Specification 103, Section 1-3 or equivalent; (i) Manager shall protect Fuel from the introduction of any substances which change the quality of the Fuel after delivery thereof to the Fuel Farm and take all other reasonable steps to preserve the quality of the Fuel in Manager's possession in the Fuel Farm; 0) Manager shall maintain on a current basis complete and accurate books and records (and inventory tracking) for the allocation among the Owner's tenants; (k) Manager shall keep current,complete and accurate inventory records of the Jet Fuel in the Fuel Farm as follows: (i) Receipts into inventory and disbursements from inventory shall be recorded in net and/or gross gallons as agreed by the parties from time to time. At approximately the same time each day, Manager shall take inventory measurements of each fuel tank and, for each measurement so taken, Manager shall record the volume and the time of day such measurement was made. Each disbursement of Jet Fuel shall be recorded on individual fueling tickets unless an alternate arrangement is agreed upon in writing by Managers and Owner's tenants. (ii) Using the above daily measurements, Manager shall reconcile monthly the physical inventory to the calculated inventory and, at reasonable times upon reasonable notice, shall present such reconciliation to Owner's tenants. (iii) Manager will maintain a perpetual inventory of Jet Fuel owned by Owner's tenants with regard to which inventory reconciliation will be made available to such tenants at reasonable times upon reasonable notice. (1) Manager shall invoice and collect charges from Owner's tenants who may pass Jet Fuel through the Fuel Farm; (m) Manager shall administer this Agreement, and any other agreements covering or relating to the operation of the Fuel Farm; administer the various agreements entered into from time to time by the Owner and/or Manager with third parties relating to the operation, maintenance and improvement of the Fuel Farm; (n) Manager shall research and resolve problems and respond to requests for information as reasonably requested from the Owner and its tenants; (o) Manager shall assure all persons are properly accessing and using the Fuel Farm and that established procedures are met and followed; (p) Manager may refuse access to the Fuel Farm to any party that Manager believes in good faith it is required by applicable law to obtain applicable identification or other information from prior to such party accessing the Fuel Farm.