11 - Airport Management and FBO agreements - retirement of Jerry RichieItem No. 11
Memorandum
TO: City Council
Grayson Path, City Manager
FROM: Stephanie H. Harris, City Attorney
SUBJECT: DOCUMENTS AFFECTING RETIREMENT OF JERRY RICHIE FROM
AIRPORT MANAGEMENT DUTIES AND FIXED BASE OPERATOR
DUTIES AT COX FIELD AIRPORT
DATE: July 12, 2021
BACKGROUND: As you will recall, at a previous meeting, Council approved in principle a
separation agreement between the city and Jerry Richey regarding his contracts as airport manager
and FBO manager. Tonight you have in front of you documents to affect that change.
STATUS OF ISSUE: Before you for your approval are three documents: A termination of the
FBO agreement; a termination of the airport management agreement; and a bill of sale. Both
agreements provide that Mr. Richey will stay on as a consultant 40 hours per week until the city
has hired, and Mr. Richey has trained, a new employee to manage these duties. The weekly rate
is $1,200.00. After the employee has been trained, Mr. Richey will be available for consultations
at the hourly rate of $30.00 with a $30.00 call out fee, and for telephone consultations at no charge.
BUDGET: The impact to the budget will be as set forth above, but will be offset by the revenues
from fuel sales once the FBO agreement is terminated.
RECOMMENDATION: Approve the termination of the FBO management agreement, the
termination of the airport management agreement, and the bill of sale documents and authorize the
City Manager to execute same.
TERMINATION OF AGREEMENT FOR AIRPORT MANAGEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR §
THAT this Termination Agreement is made this day of July, 2021, by and between
the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, hereinafter CITY, and J. R.
AVIATION, hereinafter CONSULTANT.
WITNESSETH:
It is the desire of CITY and CONSULTANT that the Agreement for Airport Management
dated April 1, 2019, a copy of which is attached hereto and incorporated herein by reference as
Exhibit A, and executed by CITY and CONSULTANT for the management if Cox Field, the
Municipal Airport of the City of Paris, Texas, be terminated due to the retirement of Jerry Richey,
principal of CONTRACTOR.
IN CONSIDERATION HEREOF, it is hereby mutually agreed between CITY and
CONSULTANT that CONSULTANT continue providing consulting services as an independent
contractor until such time as CITY has hired and trained an employee to take over as airport
manager and to perform FBO duties' (the CONSULTATION PERIOD) as follows:
1. CONSULTANT shall be responsible for the management and operational oversight of the
Airport and shall continue providing the services set forth in the Agreement for Airport
Management (the CONSULTING SERVICES) during the CONSULTATION PERIOD.
2. As consideration for said CONSULTING SERVICES and FBO consulting services, CITY
will pay CONSULTANT the sum of $1,200.00 for a 40 hour work week during the
CONSULTATION PERIOD.
3. After the CONSULTATION PERIOD has ended and the city has a trained employee to
take over airport management and FBO management duties, thus decreasing the number
1 The termination of the FBO management agreement is the subject of a separate document TERMINATION AND
BUYOUT OF FIXED BASE OPERATOR MANAGEMENT LEASE AGREEMENT which is incorporated
herein by reference as if fully set forth herein. The compensation stated herein shall be for performance of both
airport management services and FBO services combined.
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of hours CONSULTANT's services are needed, CONSULTANT agrees to provide
additional CONSULTING SERVICES on an as needed basis, for which CITY agrees to
pay CONSULTANT at the rate of $30.00 per hour, with a guarantee of one hour's pay plus
a $30.00 call out fee. There will be only one $30.00 call out fee for each provision of
CONSULTING SERVICES, regardless of the number of hours of work performed by
CONSULTANT.
4. CONSULTANT also agrees to provide telephone consultations as needed at no charge.
5. That CITY will provide, at its sole cost and expense, all materials, equipment, and parts
necessary to maintain CITY -owned equipment in proper working condition, if any. CITY
will also pay all costs associated with repairs made by third parties to CITY -owned
equipment, if any.
6. That CONSULTANT is an independent contractor and shall not be considered an
employee of CITY in the performance of the responsibilities under this Agreement.
7. CONSULTANT agrees to indemnify, save, keep and hold harmless CITY from and
against any and all demands, debts, liabilities, suits, claims and causes of action of
every kind and character whatsoever for damage or injuries to persons and/or
property occurring or arising as a result of the services provided by CONSULTANT
under this Agreement, including, but not limited to, those demands, debts, liabilities,
suits, claims, and causes of action resulting from the actions or inactions of
CONSULTANT's invitees, agents, servants, employees, or visitors, and CITY shall
not be liable for CONSULTANT, his invitees, agents, servants, employees or visitors
in the performance of this Agreement and CONSULTANT agrees to hold and save
CITY harmless from all claims for any such damages or injuries. CITY agrees to,
indemnify, save, keep and hold harmless CONSULTANT from and against any and
all demands, debts, liabilities, suits, claims and causes of action of every kind and
character whatsoever for damage or injuries to persons and/or property occurring or
arising as a result of the services provided by CITY under this Agreement, including,
but not limited to, those demands, debts, liabilities, suits, claims, and causes of action
resulting from the actions or inactions of CITY'S invitees, agents, servants,
employees, or visitors, and CONSULTANT shall not be liable for CITY, its invitees,
agents, servants, employees or visitors in the performance of this Agreement and
CITY agrees to hold and save CONSULTANT harmless from all claims for any such
damages or injuries.
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That CITY and CONSULTANT have the right to unilaterally terminate this Agreement at
any time upon ninety (90) days written notice to the other party. CITY further retains the
right to terminate this agreement upon thirty (30) days written notice to CONSULTANT
for failure to perform the services required hereunder.
9. That this Agreement constitutes the entire agreement between the parties. No agreements,
representations or warranties other than those specifically set forth in this Agreement shall
be binding on any of the parties unless set forth in writing and signed by both parties. That
neither this Agreement nor any duties or obligations under it shall be assignable by
CONSULTANT without the prior written consent of CITY.
10. That all notices required under this Agreement must be given by certified mail or registered
mail, addressed to the proper party, at the following addresses:
CITY
City Manager
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
CONSULTANT
J. R. Aviation
Either party may change the address to which notices are to be sent by giving the other
party notice of the new address in the manner provided in this paragraph. In case any
one or more of the provisions contained in the Agreement shall for any reason be held by
a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other provision of the
Agreement, and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been included in the Agreement.
11. That this Agreement shall be construed under, and in accordance with, the laws of the State
of Texas, and all obligations of the parties created by this Agreement are performable in
Lamar County, Texas. Venue for state court actions arising under this Agreement shall
be exclusively in the courts of Lamar County, Texas; venue for federal court actions arising
under this Agreement shall be exclusively in the federal courts for the Eastern District of
Texas.
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EXECUTED on the dates shown in the acknowledgments below.
CITY OF PARIS, PARIS, TEXAS
By:
ATTEST:
Janice Clerk, City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris, City Attorney
STATE OF TEXAS )
COUNTY OF LAMAR )
Grayson Path, City Manager
CONTRACTOR
President, J. R. Aviation
BEFORE ME, the undersigned authority, on this day personally appeared
City Manager of the City of Paris, Paris, Texas, known to me to be the
person whose same is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ® day of
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2019.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day personally
appeared �m , known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed and in the capacity therein stated.
2018.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
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Notary Public, State of Texas
TERMINATION AND BUYOUT OF FIXED BASE OPERATOR MANAGEMENT
LEASE AGREEMENT
This TERMINATION AND BUYOUT OF FIXED BASE OPERATOR
MANAGEMENT LEASE AGREEMENT (hereinafter CONTRACT) shall be between the City
of Paris, Texas, a home rule municipal corporation of the State of Texas (hereinafter CITY), and
J. R. Aviation. , which in consideration of the mutual covenants, agreements, stipulations, and
payments, do hereby contract and agree as follows:
WHEREAS, on or about April 1, 2019, the parties hereto executed a fixed base
operator management agreement entitled "Flight Based Operator Management Lease
Agreement" (hereinafter FBO AGREEMENT), a copy of which is attached hereto as Exhibit
A and incorporated herein by reference, whereby CITY contracted with J.R. Aviation to act
as a fixed base operator at Cox Field Airport, a municipally owned and federally obligated
airport in Paris, Texas; and
WHEREAS, said FBO AGREEMENT was for a term of five (5) years beginning on
April 1, 2019 and ending on March 31, 2024, with an option for J.R. Aviation to extend the
FBO AGREEMENT for an additional five (5) year period at the expiration of the original
term; and
WHEREAS, Mr. Jerry Richey of J.R. Aviation has conveyed his wish to CITY to
retire and to sell to CITY the physical assets of said J.R. Aviation as well as J.R. Aviation's
rights and interests under said FBO AGREEMENT for good and equitable consideration; and
WHEREAS, City has agreed to terminate the FBO AGREEMENT, to purchase J.R.
Aviation's physical assets associated with the fixed base management operations at Cox Field
Airport and to buy out J.R. Aviation's rights and interests under the FBO AGREEMENT;
WHEREFORE, PREMISES CONSIDERED, in consideration of the mutual covenants,
agreements, stipulations, and payments set forth herein, do hereby contract and agree as follows:
Article 1: TERMINATION
Upon execution of this CONTRACT, the FBO AGREEMENT and all rights and duties
thereunder, unless otherwise set forth herein, shall be terminated.
Article 2: CONSIDERATION
As consideration for the termination of the FBO AGREEMENT, the purchase of
assets as set forth hereunder-, and thex.
FBO Agreement, City will pay to J.R. Aviation the sum of EIGHTY NINE THOUSANT)
DOLLARS AND NO/100 ($89,000.00). This sum is the all-inclusive purchase price of all
assets being transferred by this CONTRACT, and in no event shall the CITY pay to J.R.
Aviation any further sums.
As a part of the termination of the 17130 AGREEMENT, and as part of the
consideration for the purchase price set forth hereinabove, JR. Aviation shall transfer tothe
CITY the following assets:
I One 1987 or 3000 gallon Jet A reftieler truck, VIN Number
IFDYK84A2JVA09765 in a condition acceptable to the City, after inspection by
City.
1 One (1) 1982 or 2500 gallon AVGAS relueler truck, VIN Number
IFDPF82HOCVA32917 in a condition acceptable tote City, after inspection by
the City.
3. Two new coelesor type fuel filters for the AVGAS relueler truck.
4. Three (3) spare AVGAS nozzles.
5. One (1) spare Jet A nozzle.
6. Office ftirniture: three (3) desks, chairs, and microwave.
7. Two (2) refrigerators.
8. Two (2) air to ground radios.
9. Shelving for backroom, storage.
.10. One (1) air compressor.
IL Spill kit for cleaning up fuel spills
12. To bar for towing aircraft.
13. Miscellaneous gaskets and tools for fuel trucks.
JR. Aviation will transfer said assets as is to CITY as of the date of execution ofthis
CONTRACT.
JR. Aviation further agrees to sell to CITY all aviation fuel contained in the refueler
trucks mentioned above as well as all fuel on ,) f C o x F i e I d. 1 1,,, i � L,,,, s.,_L7- ftfib f t - d a
of the execution of this CONTRACT at J.R. Aviation's cost. This cost determination will be
made upon execution of this CONTRACT. Thereafter, the CITY shall be entitled to the
proceeds from all fuel sales moving forward.
Article 5: CONTINUED CONSULTING SERVICES
J.R. Aviation and CITY hereby acknowledge that CITY will be retaining fix based
operating duties to be conducted in-house by a CITY employee. In that connection, J.R.
Aviation agrees to assist in the training of said employee and to provide consulting services,
including but not limited to airport management services' and FBO services until such time
as said employee has been hired and trained (the consultation period). CITY agrees to
compensate J.R. Aviation for both FBO services and said services at a combined rate of
$1,200.00 per week during the consultation period. Said compensation will be for both
airport management services and FBO services inclusive. After the expiration of the
consultation period, J.R. Aviation agrees to provide consulting services on an as needed basis
at the rate of $30.00 per hour with a $30.00 call out fee and a guarantee of at least one hour's
pay, and to provide telephone consultations as needed at no additional charge. During the
time that J.R. Aviation provides said services, J.R. Aviation shall be acting in the role of an
independent contractor and not an agent, servant, employee, or representative of the CITY,
and nothing herein shall be construed as creating a partnership or joint enterprise between
CITY and J.R. Aviation. Notwithstanding the foregoing, the CITY shall be entitled to all
proceeds from fuel sales from the date of execution forward.
Article 6: INDEMITY AND WAIVER OF CLAIMS
For all periods for which J.R. Aviation has acted as the fixed base operator at Cox
Field Airport, J.R. Aviation agrees to indemnify, save, keep and hold harmless CITY
from and against any and all demands, debts, liabilities, suits, claims, administrative
and/or regulatory actions, and causes of action of every kind and character whatsoever
for damage or injuries to persons and/or property, including but not limited to
environmental damage, occurring on the leased premises resulting from its invitees,
agents, servants or employees' use and activities at Cox Field Airport. CITY shall not be
liable for J.R. Aviation, its invitees, agents, servants, employees or visitors due to the
improvements located thereon, or hereafter constructed, or any other condition of the
premises improperly constructed, maintained or being or becoming out of repair, J.R.
Aviation hereby waiving any defects therein and agreeing to hold and save CITY
harmless from all claims from any such damages or injuries. CITY agrees to, indemnify,
save, keep and hold harmless CONSULTANT from and against any and all demands, debts,
'The termination of the airport management contract is the subject of a separate Termination of Agreement for Airport
Management executed concurrently herewith and incorporated by reference as if fully set forth herein.
liabilities, suits, claims and causes of action of every kind and character whatsoever for
damage or injuries to persons and/or property occurring or arising as a result of the services
provided by CITY under this Agreement, including, but not limited to, those demands, debts,
liabilities, suits, claims, and causes of action resulting from the actions or inactions of CITY'S
invitees, agents, servants, employees, or visitors, and CONSULTANT shall not be liable for
CITY, its invitees, agents, servants, employees or visitors in the performance of this
Agreement and CITY agrees to hold and save CONSULTANT harmless from all claims for
any such damages or injuries.
J.R. Aviation furthermore waives and releases CITY from, and CITY shall not be
liable for, any and all claims, demands, debts, liabilities, suits, and causes of action, whether
known or unknown, including but not limited to lost profits, related in any way to the FBO
AGREEMENT and any prior FBO agreements between the parties, including but not limited
to claims sounding in tort or in contract, or through regulatory or administrative action.
CITY furthermore waives and releases J.R. Aviation, and J.R. Aviation shall not be liable
for, any and all claims, demands, debts, liabilities, suits, and causes of action, whether
known or unknown, including but not limited to lost profits, related in any way to the FBO
AGREEMENT and any prior FBO agreements between the parties, including but not limited
to claims sounding in tort or in contract, or through regulatory or administrative action.
Article 7: VENUE
The controlling law and venue for any dispute that should arise out ofthis CONTRACT
shall be that of Lamar County, Texas.
Article 6: MISCELLANEOUS PROVISIONS
1. The undersigned officers and/or agents of the parties hereto are the properly authorized
officials and have the necessary authority to execute this CONTRACT on behalf of the
parties hereto, and each party hereby certifies to the other that any necessary resolutions or
other acts extending such authority have been duly passed and are now in full force and
effect.
2. This Agreement represents the entire and integrated agreement between CITY and J.R.
Aviation and supersedes all prior negotiations, representations and/or agreements, either
written or oral. This Agreement may be amended only by written instrument signed by
both CITY and J.R. Aviation.
3. If any clause, paragraph, section or portion of this CONTRACT shall be found to be illegal,
unlawful, unconstitutional or void for any reason, the balance of the CONTRACT shall
remain in full force and effect and the parties shall be deemed to have contracted as if said
clause, section, paragraph or portion had not been in the Agreement initially.
4. This CONTRACT is executed by the parties hereto without coercion or duress and for
substantial consideration, the sufficiency of which is hereby acknowledged.
5. Waiver by either party or any breach of this CONTRACT, or the failure of either party to
enforce any of the provisions of this Agreement, at any time, shall not in any way affect,
limit or waive such party's right thereafter to enforce and compel strict compliance of the
CONTRACT.
6. This CONTRACT shall be drafted equally by all parties hereto. The language of all parts
of this CONTRACT shall be construed as a whole according to its fair meaning, and any
presumption or principle that the language herein is to be construed against any party shall
not apply. Headings in this CONTRACT are for the convenience of the parties and are not
intended to be used in construing this document.
7. This CONTRACT may be executed in a number of identical counterparts, each of which
shall be deemed an original for all purposes.
8. This CONTRACT shall not be assigned without the written consent of CITY, which shall
not be unreasonably withheld, conditioned or delayed. Any amendment to this
CONTRACT shall be in writing and signed by all parties to the CONTRACT.
9. The rights and remedies provided by the CONTRACT are cumulative, and the use of any
one right or remedy by CITY shall not preclude or waive any right to use any or all other
remedies.
10. Where the terms of this CONTRACT require that notice in writing be provided, such notice
shall be deemed delivered three (3) days following the deposit of the notice in the United
States mail, postage prepaid, and sent by certified mail, return receipt requested and
properly addressed as follows:
CITY:
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
J.R. Aviation
11. This CONTRACT shall be binding upon, and inure to the benefit of, the parties of this
Lease and their respective heirs, executors, administrators, legal representatives,
successors, and assigns when permitted by this CONTRACT.
12. This CONTRACT shall be construed under, and in accordance with the laws of the State
of Texas, and all obligations of the parties created by this Lease are performable in Lamar
County, Texas.
EXECUTED on this day of
THE CITY OF PARIS, TEXAS
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
STATE OF TEXAS
COUNTY OF LAMAR
, 2021.
JR Aviation
This instrument was acknowledged before me on the day of,_",,,,, ___, 2019, by
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF LAMAR
This instrument was acknowledged before me on the day of , 2019, by
Notary Public, State of Texas
A 14 4 4
KNOW BY ALL MEN BY THESE PRESENTS, that J.R. Aviation, Seller,
with a place of business at 6780 Collier Drive, Paris, Texas, 75462, in
consideration of EIGHTY-NINE THOUSAND DOLLARS ($89,000.00) payable by
the Buyer, The City of Paris, Texas, P.O. Box 9037, Paris, Texas, 75461, does by
these presents sell, assign, convey, transfer and deliver to The City of Paris,
Buyer, the following goods and chattels:
One (1) 1982 Ford Refueler for aviation fuel, VIN number
1 FDPF82HOCVA32917. Tank identification: Determan, Model # 2500J150, serial
# 58270182, value of $10,000.00.
One (1) 1987 Ford 3000 gallon refueler truck, VIN Number
1 FDYK84A2JVA09765, value of $55.000.00.
Other personal property to wit:
1. Two (2) new coelesor type fuel filters for the AVGAS refueler truck.
2. Three (3) spare AVGAS nozzles.
3. One (1) spare Jet A nozzle.
4. Office furniture: three (3) desks, chairs, and microwave.
5. Two (2) refrigerators.
6. Two (2) air to ground radios.
7. Shelving for backroom storage.
8. One (1) air compressor.
9. Spill kit for cleaning up fuel spills
10. Tow bar for towing aircraft.
11. Miscellaneous gaskets and tools for fuel trucks.
TO HAVE AND TO HOLD the same unto the said Buyer, and the heirs,
executors, administrators, successors and assigns of said Buyer forever.
J.R. Aviation warrants that it is the owner of the above described personal
property and that it has the right to sell the same. Those items described above
are "used" and sold "as is". THERE ARE NO WARRANTIES WHICH EXTEND
BEYOND THE FOREGOING DESCRIPTION OF THE PROPERTY..
In witness whereof, THE SAID J.R. Aviation has caused this instrument to
be duly executed this day of 2021.
J.R. Aviation
0
Before me personally appeared Jerry Richey, who by me being duly sworn
upon oath says that the statements set forth above are true and correct.
Subscribed and sworn to before me this day of , 2021,
Notary Public, State of Texas