HomeMy WebLinkAboutContract 41116 CITY SECRETARY
CONTRACT O,
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
TANK FARM LEASE AND PUBLIC FUELING AGREEMENT
FUEL FARM
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 DON E. HANSEN
("Lessee") an Individual.
RECITALS
The following introductory provisions are true and correct and fonn the basis of this
Agreement:
A. Lessor and Don E. Hansen previously entered into City Secretary Contract ("CSC") No.
9779, as amended by CSC No. 15513 and assigned to Lessee pursuant to CSC No. 18968 (the
"Lease"), a lease of real property at Fort Worth Meacham International Airport ("Airport")
generally lalown as the South Fuel Fann, as more specifically described and depicted in the Lease
(the "Leased Premises"), and a license to store, dispense and sell aircraft fuel at the Airport in
accordance with the terns and conditions of the Lease. The Lease is a public document on file in
Lessor's City Secretary's Office.
B. Pursuant to CSC No. 28263, Lessor consented to the execution of a Deed of Trust
between Lessee and Summit Bank, N.A. under which Lessee gave Summit Bank, N.A. a lien on
Lessee's leasehold interest in the Leased Premises.
C. On or about December 30, 2002, pursuant to CSC No. 28258, Lessee, Sandpiper Airport
Inn, Inc., assigned all of Lessee's right, title and interest in the Leased Premises to Assignee,
Don E. Hansen; and Lessor consented to such assigmnent based on all teens and conditions set
forth in the Consent.
D. Lease Site South Fuel Farm shall hereinafter and collectively be referred to as the
"Leased Premises," and CSC Nos. 9779, 15513, 18968 and 28258 shall hereinafter and
collectively be referred to as the "Previous Lease."
E. In exchange for significant improvements to the Leased Premises, Lessee has requested,
and the City has consented, to cancel all teens and conditions of the Previous Lease, and enter
into a New Lease Agreement (the "Lease") with Lessee to provide for an additional ten (10)
years with two (2) five-year options to renew on all portions of the Leased Premises under the
Lease.
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NOW, THEREFORE, in consideration of the mutual covenant R
obligations contained herein, the parties agree as follows:
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1. PROPERTY LEASED.
1.1. Leased Premises
Lessor hereby demises and leases to Lessee the South Fuel Farm Site shown in the map
on Exhibit "A" attached hereto and incorporated herein for all purposes. Lessee agrees
that it will use the Tank Farm 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 other location at the
Airport. Lessee may not in any way sell or dispense fuel on the Tank Farm Premises.
Lessee accepts the Tank Farm Premises in its present condition as satisfactory for all
purposes set forth in this Lease.
1.2. Termination of Previous Lease
The parties hereby agree that execution of this Lease simultaneously tenninates
the Previous Lease.
2. TERM OF LEASE.
2.1 Initial Term.
The term of this Lease shall commence on the date of execution ("Effective
Date") and expire at 11:59 P.M. on May 31, 2026, unless tenninated earlier as provided
herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options
to renew this Lease for additional successive terms of five (5) years each (each a
"Renewal Term") at a rental rate calculated in accordance with this Lease and on tenns
and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor
in writing of its intent to exercise a respective option not less than ninety (90) nor more
than one hundred eighty (180) days prior to the expiration of the term then in effect. If
Lessee does not exercise its option for a first Renewal Term within the time frame
provided herein, Lessee shall automatically and simultaneously forfeit its second option
to lease the Premises for a second Renewal Term, and Lessee shall no longer have any
rights or interest in the Premises following the expiration of the Initial Term.
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
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3. RENT, FEES AND OTHER CHARGES.
3.1. Fuel Flowage Fees.
As consideration for the privilege allowed Lessee by Lessor to dispense
aircraft fuels at the Airport, Lessee shall pay Lessor fuel flowage fees based on
the number of gallons of fuel delivered to the Premises and calculated in
accordance with the Schedule of Rates and Charges in effect at the time. By way
of example, as of the Effective Date of this Agreement, fuel flowage fees for the
period between the Effective Date of this Agreement and September 30, 2011
shall be calculated as follows:
Gallons (annually) $0.12/gallon.
Fuel flowage fees shall be measured and calculated as of October 1 of
each year, beginning October 1, 2010, during the Term in accordance with the
Schedule of Rates and Charges in effect at the time.
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
feeshall 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.
3.2. Annual Nature and Adjustments of 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 $0.12 per gallon 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 whether before or after September 30, 2011 and all succeeding years of this
Lease Term.
3.3. Other Fees and Charges.
Lessee agrees to pay all other fees and charges stipulated in the Lessor's
published Minimum Standards for Fixed Base Operators and Other Airport Tenants
("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 16, 1992, on file and available for public inspection in the
City Secretary's Office, and incorporated herein by reference for all purposes.
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Don E.Hansen
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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 tern 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 Pen-nit 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 Tenn 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 result in the
immediate termination by Lessor of this Agreement.
6. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use
of all utility service to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, installation,
maintenance or repair of any and all utilities serving the Premises, including, but not limited to
water, sanitary sewer, electric, gas and telephone utilities.
7. MAINTENANCE AND REPAIRS.
7.1. General Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. 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
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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 perforin its governmental
duties under federal, state or local rules, regulations, ordinances and laws. Lessee will
permit the Fire Marshal of the City of Fort Worth or authorized designees to inspect the
Premises at any time during normal business hours, and Lessee will comply with all
recommendations made to Lessee by the Fire Marshal or authorized designee to bring the
Premises into compliance with Fire Code and Building Code provisions, as such
provisions exist or may hereafter be added or amended. Lessee shall maintain in a proper
condition accessible fire extinguishers of a number and type approved by fire
underwriters for the particular hazard involved. Lessor shall provide Lessee with
advance notice of inspection when reasonable under the circumstances. Notwithstanding
anything to the contrary in this Section 7.2, Lessor shall have the right to inspect the
Premises at any time and for any purpose in the event of an emergency.
7.3. Performance.
If Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to undertake such maintenance or repair work
diligently within thirty(3 0) 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
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EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE
REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE
OR LOCAL ENVIRONMENTAL REGULATION OR STANDARD 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 regulation that is caused by Lessor, its officers, agents, servants or
employees. For any violation of any applicable federal, state or local environmental
regulations that is caused by a contractor of Lessor (other than Lessee), a subcontractor,
prior tenant or other third party, Lessor shall be responsible for the remediation of the
same or shall take all necessary steps to ensure that the person or entity causing such
violation remediates the same.
7.5. Lessee's Acceptance of Premises.
Lessee accepts the Premises in its present condition as satisfactory for all
purposes set forth in this Lease.
8. DAMAGE OR DESTRUCTION TO PREMISES.
In the event of fire or other casualty which damages or destroys all or any part of
the Premises, the following provisions shall apply:
8.1. Coverage by Lessee's Insurance.
Lessee's property insurance, as required by 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 9.2 through 9.6 of this Lease.
8.2. Premises Uninsured or Underinsured by Lessee.
If Lessee fails to carry adequate property insurance in accordance with Section 13
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
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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
dainage 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 8.2, 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 9 in the undertaking of any such Improvements. Lessor shall take full title to
any hprovements 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 inust also receive written approval from Lessor's Departments of Planning
and Development and Transportation and 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.
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Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by .a corporate surety in accordance with Texas Government Code,
Chapter 2253, as amended, in the full amount of each construction contract or project.
The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements,
terms and conditions of this Lease, including, but not limited to, the satisfactory
completion of the respective Improvements, and (ii) full payments to all persons, firms,
corporations or other entities with whom Lessee has a direct relationship for the
construction of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of
each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be
entitled to any interest earned thereon. Certificates of deposit shall be from a financial
institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal
Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the
certificate of deposit shall be the property of Lessee and Lessor shall have no rights in
such interest. If Lessee fails to complete the respective Improvements, or if claims are
filed by third parties on grounds relating to such Improvements, Lessor shall be entitled
to draw down the full amount of Lessee's cash deposit or certificate of deposit and apply
the proceeds to complete the Improvements or satisfy the claims, provided that any
balance shall be remitted to Lessee.
9.5. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Improvement, Lessee's respective contractor
shall execute and deliver to Lessee surety performance and payment bonds in accordance
with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all
work perforined under such contractor's contract for such hmprovements. 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 naive to both Lessor and Lessee as dual obligees. If Lessee serves as its
own contractor, Section 9.4 shall apply.
9.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed construction
work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice and
verification that the contractor has completed its work and released Lessee to the extent
of Lessee's payment for such work, including bills paid, affidavits and waivers of liens.
10. USE OF PREMISES.
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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:
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. All aircraft fuel storage tanks, structures, fixtures and items permanently attached
to any structure on the Tank Farm Premises belong to Lessor, and any additions
or alterations made thereon shall immediately become the property of Lessor.
12.3. 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.
12.4. 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.
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12.5. 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.
12.6. 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.
12.7. 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
Govermnent 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. 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 13, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy,
maintenance, existence or location of the Premises. Lessee shall obtain the following
insurance coverage at the limits specified herein:
•
Property:
Fire and Extended Coverage on all improvements on the Premises at full replacement
cost limit;
• Commercial General Liability:
$3,000,000 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;
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• 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
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
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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 ACT(S) OR OMISSION(S) OF
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND/OR SUBLESSEES.
INADDITION, LESSEE,AT LESSEE'S OWNEXPENSE, SHALL INDEMNIFY,DEFEND
AND HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR
EMPLOYEES, FROMAND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR
DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMA GE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND
ANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S)
OR OMISSION(S) OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES
AND/OR SUBLESSEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITYADEQUATE TO
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.
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Don E.Hansen
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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 Sections 17.1 and 17.2, Lessor shall deliver
written notice to Lessee specifying the nature of such breach or default. Lessee shall have
thirty(30) calendar days following such written notice to cure, adjust or correct the problem
to the standard existing prior to the breach. If Lessee fails to cure the breach or default
within such time period, Lessor shall have the right to terminate this Lease immediately;
provided, however, that in the event such breach or default cannot reasonably be cured
within thirty(30) calendar days following such written notice, Lessee shall not be in default
if Lessee commences to cure, adjust or correct the problem within such thirty (30) day
period and thereafter diligently and in good faith pursues such cure, adjustment or correction
to conclusion.
17.4. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within
twenty (20) days following the effective date of termination or expiration, Lessee shall
remove from the Premises all trade fixtures, tools, machinery, equipment, materials and
supplies placed on the Premises by Lessee pursuant to this Lease. After such time,
Lessor shall have the right to take full possession of the Premises, by force if necessary,
and to remove any and all parties and property remaining on any part of the Premises.
Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants,
employees or representatives, which may stem from Lessor's lawful termination of this
Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise
of any rights granted hereunder excluding such acts of Lessor's negligence which cause
direct damages to Lessee.
18. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants
or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as
follows:
Tank Farm Lease Agreement
Don E.Hansen
Page 13
To LESSOR: To LESSEE:
City Of Fort Worth Don E. Hansen
Aviation Department 4201 North Main Street, Suite 119
4201 North Main Street, Suite 200 Fort Worth, Texas 76106
Fort Worth, Texas 76106
19. ASSIGNMENTS AND SUBLETTING.
19.1. In General.
Lessee shall not assign, sell, convey, sublease or transfer any of its rights,
privileges, duties or interests granted by this Lease without the advance written consent
of Lessor, which consent shall not be unreasonably withheld or delayed.
19.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the same
as if it had originally executed this Lease. The failure or refusal of Lessor to approve a
requested assignment or sublease shall not relieve Lessee of its obligations hereunder,
including payment of rentals, fees and charges.
20. LIENS.
20.1. Liens by Lessee.
Lessee acknowledges that it has no authority to engage in any act or to make any
contract, which may create or be the foundation for any lien upon the property or interest
in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole
cost and expense, shall liquidate and discharge the same within thirty (30) days of such
creation or filing. Lessee's failure to discharge any such purported lien shall constitute a
breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written
notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such
lien shall continue in effect following termination of this Lease and until such a time as
the lien is discharged.
20.2. Landlord's Lien.
IN ADDITION TO ANY APPLICABLE STATUTORY LANDLORD'S LIEN,
LESSEE GRANTS TO LESSOR, IN ORDER TO SECURE PERFORMANCE BY
LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, A SECURITY
INTEREST IN ALL GOODS, INVENTORY, EQUIPMENT, FIXTURES,
FURNITURE, IMPROVEMENTS, CHATTEL PAPER, ACCOUNTS AND
GENERAL INTANGIBLES, AND OTHER PERSONAL PROPERTY OF LESSEE
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Page 14
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 FAILURE 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
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
hmprovements 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.
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Don E.Hansen
Page 15
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, disability, 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, disability, sex, sexual orientation, transgender, gender
identity, or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted. If
any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its
personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and
hold Lessor hannless.
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 goverunental 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.
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Don E.Hansen
Page 16
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys
fees, and the prevailing party shall not be entitled to recover attorneys' fees.
29. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
30. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any govermnent 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 terins 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.
Execution of this Lease hereby terininates CSC Nos. 9779, 15513, 18968 and 28258.
[Signature Pages Follow]
Tank Farm Lease Agreement
Don E.Hansen
Page 17
IN WITH SS WHEREOF, the parties hereto have executed this Lease in multiples, this
" day of t wsw , 2010.
CITY OF FORT WORTH:
Fernando Costa l
Assistant City Manager
Date: " ^"01 �
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
City of Fort Worth, and that he executed the same as the act of City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this A , �day of ,
2010.
RQSELLABARNES
MY COMMISSION EXPIRES
March 31,2013 Notary Public in and for the State of Texas
APPROVED AS TO FORM AND LEGALITY: ATTEST:
B '� Gwg .. .... .."4.A..� B &A-IAN'
Y• L y
Charlene Sanders Marty Hendrix �`� �
Assistant City Attorney City Secretary
Date: Date: 0
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M&C: C-21287; Approved 2/14/06 C��� �0
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Tank Farm Lease Agreement >�, � FIECORD
Don E.Hansen
Page 18
LESSEE:
DON E. HANSEN ATTEST:
By: � . , d. . By:
Don E."Hansen — Name
Individual
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 Don E. Hansen, 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
Don E. Hansen, and that he executed the same as the act of Don E. Hansen, for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this�/`�day of / x-
2010.
Notag Public.4 and for the State of Texas
.v JUDY C. NIMIS s
Not
eary Public,
9, �= Stag of Texas
I'
Tank Farni Lease Agreement
Don E.Hansen
Page 19
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Exhibit "B"
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
FIXED BASE OPERATOR PERMIT
DON E. HANSEN
1. This FIXED BASE OPERATOR PERMIT ("Permit") is issued by the City of Fort Worth Aviation
Department("Department")to Don Hansen, and individual, ("Permittee"). This Permit authorizes Permittee and
its employees to provide Fixed Base Operator("FBO")services at Fort Worth Meacham International Airport only.
Permittee may not contract with a third party to provide FBO services at the Airport. This Permit may not be
assigned to any other individual or entity without the prior written consent of the Director of the Department.
2. This Permit shall be in effect from October I' 2007 through September 30, 2017. The Department may
revoke this Permit, either temporarily or permanently, for any uncured violation of the Department's published
Minimum Standards for Fixed Base Operators,as adopted by the Fort Worth City Council on June 16, 1992,and/or
anv additional or replacement requirements subsequently adopted by the Fort Worth City Council during the period
in which this Permit is in effect, except as may be waived or modified in writing by the Department(collectively,
the "Minimum Standards"). A default under the Minimum Standards shall be deemed uncured if Permittee has
failed to cure the default within thirty (30) calendar days following receipt of written notice of such default by the
Department unless (i) otherwise specifically provided in the Minimum Standards. in which case the applicable
provision of the Minimum Standards shall control or(ii)Permittee ceases to qualify as a provider of FBO services
under the terms of the Minimum Standards, in which case the Department may revoke this Pei-nit at any time
following the milestone under which Permittee has lost such qualification.
3. Permittee shall post and keep visible at all times this Permit at a location to which the general public has
access and which is acceptable to the Department.
COMPLAINTS
REGARDING SERVICES PROVIDED BY
DON E. HANSEN
MAY BE DIRECTED TO
CITY OF FORT WORTH AVIATION DEPARTMENT
817-392-5400
CITY OF FORT WORTH: DON E. HANSEN:
By: t By:
Mare Ott Don E. Hansen
Assistant City Manager
Pagel of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 2/14/2006
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, February 07, 2006 REFERENCE NO.: C-21287
LOG NAME: 5555SAND ADD
SUBJECT:
Authorize Consent of Proposed Leasehold Improvements on Lease Site 9 South at Fort Worth Meacham
International Airport with Don E. Hansen
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to authorize consent of
proposed leasehold improvements on Lease Site 9 South at Fort Worth Meacham International
Airport with Don E. Hansen.
DISCUSSION:
On January 16, 2006, City staff received a request from Mr. Don E. Hansen, President of Sandpiper
Aviation, to develop leasehold improvements on Lease Site 9 South at Fort Worth Meacham International
Airport. On August 24, 1989 City Secretary Contract(CSC) No. 17327 was executed with Don E. Hansen
for the lease of site 9 South at Fort Worth Meacham International Airport. Don E. Hansen now proposes to
develop leasehold improvements on the lease site. The proposed improvements include 13,500 square
feet of aircraft storage space, associated parking and maneuvering areas and office space on the existing
lease site. The actual square footage of the improvements will be contingent upon a ground survey. The
total cost of the improvements is estimated to be approximately$450,000.
Mr. Hansen has requested that his existing contracts identified as CSC No's. 9779, 17322, 17325, 17327,
25212 along with all subsequent amendments be extended for a period of ten years with two five-year
options to renew. In exchange for the development of the leasehold improvements, City staff proposes to
cancel the existing contracts and execute a new agreement ultimately bundling the contracts under one
agreement. This will be more administratively efficient and allow for an extended term as proposed by Mr.
Hansen.
For the remainder of the existing terms, for all contracts, the rates and subsequent increases will be
applied as was previously negotiated. At the end of the original term, rental rates will then be adjusted to
the rates in effect at that time as is published in the Department of Aviation Schedule of Rates and
Charges and subject to an increase October 1, of any given year to reflect the upward percentage change,
if any, in the Consumer Price Index.
Sandpiper Aviation has contributed significantly to the success of Fort Worth Meacham International
Airport through the successful promotion and management of their facilities. As a result of the
contributions made by Sandpiper Aviation and the condition of the existing hangar, City staff is in support
of this proposal, contingent upon the completion of the leasehold improvements.
The site plan is in accordance with the Fort Worth Meacham International Airport Master Plan. The
Federal Aviation Administration has reviewed the leasehold improvements and have no objections.
The property is located in COUNCIL DISTRICT 2.
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Page 2 of 2
FISCAL INFORMATION /CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by- Marc Ott (8476)
Originating Department Head: Mike Feeley (871-5403)
Additional Information Contact: Mike Feeley (871-5403)
_.--------- - __ _ - .......... ..._.......
-__-_--
ATTACHMENTS
No attachments found.
http:H apps.cfwnet.org/ecouncil/printmc.asp?id=5291&print=true&DocType=Print 11/11/2010