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HomeMy WebLinkAboutContract 56436�rr�rs������� - '�� � r��c � ��. _...��,..�..� Execution Copy CARGO CARRIER OPERATING AGREEME�TT FOR FORT WORTH ALL�ANCE A�RPORT by and between City of Forth Worth and Silver Airvva�s LLC . ,.. .. I . _ �� � . . . . - . i _ .- _ _ _ _ _ _ � Y -- -y-'---. - � �; Executfon Copy Table of Cantents ARTICLE 1 I�EI'INITIONS AND EXHIBITS ............................................................................. 1 I. I Basic Data .............................................................................................................. 1 1.2 Additional Daf nitions . .......................................................................................... 2 ARTICLE 2 TISE O�' THE AIRPO�T A,ND RELATED FACILITIES ....................................... 4 2.1 Airline RigI�is and Privileges . ................................................................................ � 2.2 Exclusions and Resezvations .................................................................................. S ARTICLE 3 OPERATION AND MAINTENANCE OF THE AIRPORT ................................... 6 3.1 City Obligations ..................................................................................................... 6 ARTICLE 4 k'EES AND CHARGES ............................................................................................ 6 4.1 Signatory AirIine Landing Fees ............................................................................. 6 4.2 Special Charges ...................................................................................................... 8 4.3 Use Contingent Upon Paymeni :.............................................................................. 8 4.4 Paymenti ..................................................................................................................8 4.5 �chedules and Audit .............................................................................................. 9 4.6 Security Deposi� ..................................................................................................... 9 ARTICLE5 AFFILIATES .......................................................................................................... IO 5. i AirIine's Designation of A�filiates ....................................................................... IO 5.2 Applicability of Agreemen� ta AfFIiat�s . ............................................................ I 1 5.� Terrr�ination of Status of Affiliafe ........................................................................ 11 ARTICLE 6 INDEMNIFICATION AND INSURANCE ........................................................... 11 6.1 Indemni� cation . ................................................................................................... 11 6.2 Insurance . ....................................................................... ...................................... 12 6.3 Fornr�s of Insurance Coverage . ............................................................................. 14 ARTICLE 7 COMPLIANCE WITH UAWS ............................................................................... 14 7.1 General Laws . ...................................................................................................... l4 7.2 Airpart Rules and Regulations ............................................................................. 1 S 7.3 Licenses, Certif cates and Authorizations ............................................................ 1 S 7.4 Wage Hour Laws . ................................................................................................ l 5 ARTICLE 8 CIViL R]GHTS AND AF�'IRMATIVE ACTION ................................................. 15 8.1 General Civil Rights Provisions ...........................................................................1 S $.2 Compliance with Nondiscriinination Raquirements ............................................ ] S -i- TABL� OF CONTENTS {contin�aed} Page 8.3 Title VI Clauses far Transfer of Real Property Acquired or Izz�proved Under the Airport Improvement Program ............................................................17 8.4 Clauses for Construction/UselAccess to 12ea1 Property AcqUired Under the Activity, Facility or Program . ..............................................................................17 8,5 Title V� Lis� af Periinenf Nandzscrianination Acts and Authorities ..................... ] 7 8.6 Subordination to Agreemenis r�ith the United States . ......................................... 19 8.7 Na Exclusive Rights . ...........................................................................................19 $.8 Right to Develop Airpor� . .................................................................................... 19 8.9 Right of Flight......... .............................................................................................19 8.10 14 C.F.R Part 77,. Obstructions in Navigable Airspace . ..........:........................... i 9 5.11 War or National Emergency . ............................................................................... 19 8.12 No Inter%tence with Airpart Operations ............................................................. 20 8.13 SEC Rule 15c2-I2 ................................................................................................ 20 8.14 Americans with Disabilities Act ("ADA"j . ......................................................... 20 A.RTICLE 9 AIRI,INE DEFAULT AND TERMINATION BY CITY ...................................... 20 91 Airline Deiault . .................................................................................................... 20 9.2 City's Remedies ................................................................................................... 22 9.3 Termination ..........................................................................................................22 9.4 The City's Right to Perform . ............................................................................... 23 9.5 Airline's Rights Related to Termination .............................................................. 23 9.6 Bankruptcy ............................................................. ..........................23 ARTICLE 10 AIRPORT DEFAULT AND TERMINATION BY AIRLINE ............................ 23 10.1 E�vents of Default . ................................................................................................ 23 10.2 Airline's Remedy .................................................................................................24 ARTICLE 11 ENVIRONMENTAL ............................................................................................24 I 1.1 Airline Representations, Warranties, And Caver�ants . ........................................ 25 I 1.2 Information to be Prowided to the City . ............................................................... 28 I 1.3 Respo�se and Compliance Actions ...................................................................... 28 1 l.4 Corraction ofEnvieonmental Non-compliance ....................................................30 11.5 Corrective Actian Process .................................................................................... 31 I l.b �n�ironmental Indernnification and Reimbursement . ......................................... 31 -iv- 'TABLE OF CONTENTS (continued) Page 11.7 Limitations. 11.8 Waiver....... 32 32 11.9 �urvival of Environrne�.tal Provisions . ................................................................ 33 11.10 Resnvrce Conservation and Recycling . ............................................................... 33 ARTICLE 12 ASSIGNMEl�iT ..................................................................................................... 33 ARTICLE 13 MISCELLANEOUS PROVISIONS ....................................................................33 13.1 Nature of Agreement ............................................................................................ 33 13.2 Governing Law and V enue . ................................................................................. 33 13.3 Entire Understanding . .......................................................................................... 34 13.4 Amend�nents ........................................................................................................3� 13.5 CurnuIative Rights . .............................................................................................. 34 13.6 Canstruction to Save Agreement . ........................................................................ 34 13.7 No Wai�er ............................................................................................................34 13.8 Relatianship o�Parties .........................................................................................35 13.9 No Third-Par�y Seneficiaries .................................................................._............ 35 13.I0 Successozs azad Assigns ........................................................................................ 3S 13.11 Labor Dispuies ..................................................................................................... 35 13.I2 �orce Majeure ...................................................................................................... 3S 13.13 No Personal Liability . .......................................................................................... 35 13.14 Acceptance o� Payments. I3.1S Atiorneys' F�es ............... I3.16 Taxes ................................................... � � � 13.17 Memarandvm of L�ase . ....................................................................................... 37 I3.18 Approval ar Cansent ............................................................................................ 37 I3.19 Time of the Essence . ............................................................................................ 3"1 I3.20 Notices .................................................................................................................37 I3.21 Counterparts .........................................................................................................3"1 13.22 Capacity to Execute . ............................................................................................ 37 I3.23 Incarporation oiExhibits. � �� ........................... 38 I3.24 Titles. -iv- 38 TABLE OF CONTENTS (continued) I3.ZS Oiher Agreements. Page 38 � 3.26 Agreernant Not to Grant More Favorable Terms ................................................. 3 8 13.27 Agent for Service . ................................................................................................ 38 -iv- Execution Copy LIST OF EXHIBIT� Exhibit Title A Map oi the Airport B Rules and Regulaiions C Form af Mnnthly Landing Report D Affiliate Operating Agreeinent � Execution Copy THIS CARGO CARRIER OPERATING AGREEIVIENT {this "Agreeinent") is made by and beEwee� the CITY OF FORT WORTH, TEXAS, a hoi�ae-rule city and palitical subdivisian of the 5tate of Texas (th� "City") and SILVER AIRWAYS LLC a limited liability connpany organized and exisfiing under the laws of the State of Delaware and authorized to do business in th� 5tate of Te�as ("Airline"}. WITNESSETH: WHEREAS, the City, is the owner of the Fart Worth Alliance Airport, located in Tarrant and Denton County, Texas (the "Airpart"); WHEREAS, the City has the right to license the use of property and facilities on the Airpart and has the fulI power and authority to enter into this Agreernent in respect thereo�; WHEREAS, the City has entered into an operating agreamant, dated as of .Tanuary 1, 1994 and subseq�ently amended with Ajliance Air Services, a HiIlwt�od Canapany (the "Airport Operatar"), for the management, apera#ion and maintenance of the Airport; WHEREAS, Airiine is angaged in the business of transportation by air of property, mail or cargo; and WHEREAS, Airline desires to obta.in certain rights, services and privileges in connection with the use of the Airport and its facilities, and 1:ke City is willing io grant the same to AirIine upon the terms and conditions in this Agreement. NOVix THER.EFORE, for and i� consideration of the mutual covenants and agreemen�s herein confained, ihe City and Airline do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as fallows; Article 1 DEFINITIONS AND EXIIIBIT� l.I Basic Data Eac� reference in this Ag�ement to ariy of the following subjects incorporates the information specified beIow: City: City's Overnight Delivery and 5treet Address: City of Fort �Vorth, Texas or its designee. 201 �1.�nerican. Concourse, Suite 33p, �'art Worth, Texas 76106; wifh a copy to City Attorney's Office, 200 Texas Street, Fort Woi�h, TX 76102. City's Post Office and Paytnent Address: 2Q1 American Concourse, Suite 330, Fort Worth, Texas 7610b. Airport Operator: Alliance Air Services Execution Copy Airport Operator's Overnight Delivery/Street Address: 2221 Alliance Blvd., �uite 100; Fort Wort�, Texas '1(177. Air�nri Operator's Posi Office and Payment Address: 2221 Alliance Blv�l., Suite 10�; Fort Worth, Tez�as 76177. Airline: 5ilver Airways LLC Airline's Overnight Delive�•y and Street Addzess: 2850 Gzeene St, Hollywaod, FL 3302Q Agreetnent Ei�ective Date: This Cargo Carrier Operating Agre�rr�eni as the same inay be amended or suppleme�nted from tiime to time pu�suant to tk�e terxns hereaf. 12:OD AM Central Daylight-Saving Tirr�e, Septerr�ber I, 20ZI. Term: The period af time beginning on the Effecfive Date and ending on the Expiration Date, unless earlier fierminated as provided in this Agreemeni. Notwithstanding anything set forth herein to the contrary, both Airline and Ci.ty shall be entitled to terminate this Agreement without cause at any time during the Term upon twelve {12) months written notice to tlae oih.er party hereto, such terminafiion to be effecti�e at the end o.f the twelve (12) month notice period. Notwitl�standing the above, Airline may cease operations at the Airport without providing such notice. Expiration Date: Per�itted Uses; 11:59 PM Centrai I7aylight-Saving Time, March 31, 2041. As pravided in Article 2. Security Depasit: As provided in Section 4.6. 1.2 Additional Definitions. The following words, terins and phrases wh�rever used in this Agreement have the following meanings: Af�'iliate m�ans a Cargo Carrier �hat is (i} a parent or subsidiary Qf Airline or under the same parental control as Airline, (ii) otherwise opera#es under essentially the sarne trade name as Airline at the Airpnrt and uses essentially tihe sa�ne livery as Airline; or {iii} operates cargo feeder flights at the Airport under the ciirection and con.trol of Airline. Aixline shall provide the Airpart Operatar with advance vsrritten natice prior to designating a new Affiliate. Airline shall provide the City with advazace wz�tten notice prior to the car�cellation of any designation of an Affiliate before th� cancellation of such designat'ron. Air Tran.sportation Business means tl�at business qperated by Airline at fihe Airport fot� the cammercial transportation by air of property, ma.il ar cargo. Airfield tx�eans the runways, taxiways and public parking a�rans at the Airpart. -2- Executian Copy Ai��line En�ity means Airline's ei�playees, cantraetois, subcontractors, agents, licens�es, sublessees, AfFiliates, vendors, invitees and oth�r parties ui�der Airline's direction or control ti�at coz�e anto the Ait�part in cannectian �vith Airline's use ar occupancy of tlle Airport. Airpori mcans the realty and improvements generally known and designated as the Fort Worth Alliance Ait•part, including all real praper�y and easements, improvements and appvrtenances therato, struciures, buildin.gs, fi�tures, machinery, equipment, vehicles, supplies and othec tangihle personal property, or interest in any of the foregaing, now or �►ereafter leased or acquired by the City,less any thereof which ma� be consuined, sold or otherwise disposed af. A. depictian of the physical layout of the Airpart as of the Effectit�e Date is sei forth in Exhibit A. Airport Rules and Re�ulations means, collectively, alI applicable rules, procedures, requiretnents, standards and regulations currently efFeotive and hereaiter atnended, adopted ar established b� ih� City thai are applicable to the Airport, including w'rthout limitation any minitx�um use standards and Qperating standards as well as any requirements listed in arry access permit issued to Amazon.com Services, lnc., alI of which are incorparated into and mada a part of flais Agree�x�ent, as we�l as the rules and procedures in E�hibit B; provided that such Airport Ru1es and Regulations do nnt canflict with applicable pro�isions of siate or federal law or the provisions of this Agreement an.d are enforced in a nondiscriminatary manner. The City shall provide at least thirty (30) days' advance nvritien notice of arry new or amended Airport Rules and Regulations a£fecting Airline. Apt�iicable Laws m�ans, colIectively, a1l applicable present and fuiure laws, rules, regulation.s, ordinances, orders, directives, natices, fec�eral giant assurances, limitations, restrictions, or prahibitions af any� federal, state or local go�ernrnantal authority lawfully exercising authority over the Airpart or the activities and business operations of Airlin�, as they may be a�nended frnm time to time, �uhether foreseen ar unfareseen, ordinary as well as extz'aordinaa•y, ineluding without implied limitat�on those relating to (�) health, sanitatian and safety; (ii) the enviranment, ineluding without limitation a11 Environmental Laws; (iii} access for persons with disabilities, including without limitation the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 121 �1 ei seq.; and (iv) airport seeurity, including without limitation the regulations of t�e TSA, 44 C�'R Parts 154Q, 1542, 1544 et seq. Car�a Carrier means a ca�-rier certificated by the Secretary of the U.S. Department of Transportation as a Cargo Carrier under 49 LT.�.C. § 4I 103. Claims means any and aIl liability, darriages, loss�s, expenses, clairns, judgments, detnands, penalties oar fines, including without limitationreasonable attarneys' %es and court casts. Consumer Price Index or CPI means t�ie Gonsutner Price rndex for All Urban Consumers (CPI-U), U.S. City Av�erage, All iteins (adjusted 1982-84 = 100} published by the Bureau of Labor Statistics of th� United Sta�es Departtnent of Labor, or a comparable index should the Department of Laba�• cease ta publish that index. DHS means the I]epar�ment of Homeland S�curity, and it� authorized succassor(s}. k'AA rneans the �'ederal Aviation Administration, and its authnrized suceessor{s). -3- Exe�urran cop.v Fiscal Year means the annual accounting period which, at the time of entering into this Agreemeni, is the beginning with the first day of October a� any year. 4.1. used for general accounting purposes period of iwelve consecutive months Landin .� rneans fees paid by Airline in accordance with Section 4.1. Landing Fee Rate means the rate used to caIculate Landing Fee in accardance with Saction Maximum Gross Landed 'UVeight means the maxii�um gross landing weight in ane thousand-pound uniis, at which each aircraft operated at the Airport by Airtine is certifcated by the PAA. Non-Si�nator A� irline means any Cargo Carrier that is not a Signatary Airline. Si n�ry AirIine nneans a Cargo Carrier that has executed an operating agreernent �vith the City substantially simiIar to this Agreerneni and provides re�ularly scheduled ser�vice at the Airport. TSA means ihe Transportation Security Adminisiration, and its authorized successor(s). Additional words and phrases used in this Agareerxient b�t not de�ned �aerein have their usual and customary meaning. Article � USE OF THE AIRPORT AND RELATED FACiLZT�ES 2.1 Airline Rights and Privileges. In addition to aIl rights granted elsewhere in this Agreement.,. Auline shalI nave the right to use, in common with others so authorized by the Airport Operator, ar•eas, faciliiies, enuipment and impro�err�enis at the Airport for the operation of Airline's Air Transportation Business and aIl activities reasonably necessary to such operations, incIuding but not limited io: 2.1.1 The Ianding, taking off, flying over, taxi�ng, and towing. of Airline's �ircraft in areas designated by Airpart Operat�r;. pravided, however, AirIine shall not permit the use of the Airfield by any aircraft operated or controlled by Airline wvhich exceeds the de�ign strength or capability o� the Airfield as described in the then-current FAA-approved Airport Layoui Plan (ALP) ar other engineering e�valuations performed subs.equent to the then-current ALP, including the then-current Airport Certification Manual, provided that such e�aluations are provided to Airline upon Airline's request. 2.1.2 The training af personnel in the empIoy of or io be emplayed by Airline and the testing of aircraft and other equipment being utilized at the Airport in the operatian of AirIine's Air Transpartation Business; provided, hower�er, said training and testing sha11 be ineidental to the use of the Airpo�t in the operation by Airline of its Air Tran.sportation Business and shall not unreasonabIy hamper or interfere r�ith the use of the Airporr and its facilities by others entitled to the use of sanne. The Aizport Operator reserves the right to �restxict or prohibit -4- Execurron cop.v such �aining and testing operations if it reasonably deetns that such training and testing operations unreasonably interfeles with the use of th� Air�ort. 2.J..3 The servicing by Airline or its suppliers, of aircrai� and other equiprnent being utilized at the Airpart by Airlina authorized by th� Airport Operaior in writing and at �ocations designated by the Airport Operator. 2.1.� Access to the Airport from an off-airport proper�y, subject to an access permit issued by the City to A.mazon.co�m Services, Inc., if applicable. 2.2 Exclu�rons and Reserva�ions. 2.2.1 Nothing in this Article 2 shall be constx�ued as authorizing Airiir�e to conduct any business separate and apart from the conduct af its Air Transportation Business. 2.2.2 The City shall at all timas have e�clusiva control and managerrient of the Airport. 2.2.3 Airline sha11 not lcnowingly interfere or lcnowingly permit inierference with the use, aperatior� or �nn aintenance af the Airpor�, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or vther systems installed or located from tin�e to time at the Airpoxt. 2.2.4 As sonn as reasonably possible after rel�ase from proper authorities, Airline shall (i} rem�ve or cause to be removed any of its disabled aircraft from the Airfield, and (ii} place any such disabl�d aircraft in Airline's off-Airport leasehold or in such storage areas a,s may be designated �y the Airpart Operator. In the event Airline fails to remove any of its disabled aircraft as eXpeditinusly as reasonably possible, Airport Operator may, but shall not be obligated to, cause the removal of such disabled aircrafi, provided, however, the Airport Operator shalI give Airline prior uvritten notice of its intent to do so and provided further that Airport Operator shal] use reasonable ef�orts to remo�e such aircraft. Airfine shall pay to the �lirpor� Operator, upon receipt of invoice, the reasanable and documented out of pocket costs actually incurred by the Airport Operator for such remo�al �lus twelve percent (12%). 2.2.5 Airline shall not do or permii to be done anything, either by act or failure to aci, that causes the cancellation or Violation of the pravisions, or any part thereaf, of any policy of insurance �or the Airpor�, or that causes a hazardous conditian so as to increase the risks normally attendant upon operatians permiited by this Agreement, provided that tne Airport Operator has pr�vinusly provided the Airline r�ith the insurance poiicies. If sucn Airline act, or failure to act, causes cancellation of any policy, then Airlina shaIl immediately, upon noti�cation by Airpart Operator, do vvhatever is necessary to cause reinstatement of said insurance, �'uz�herrnare, if Airline shall do or permit to be don� any act nnt permitted under this Agreement, or iail to do any act required under this Agreement, regardIess of wk�ether such act constitutes a breach o.f this Agreernent, which causes an increase in City's insuranca premiums, Airline shall iinmediately rernedy such aciions or pay ihe increase in prert�iurz�s, upon natice from the Airport Operator to do so. ..5_ Execulion Copy 2.2.6 The rights and privileges granted A�rline pursuant to this Article 2 shall be subj ect to any and aIl Airport Rules and Regulations and. the other pro�isions of this Agreeznent. 2.2.7' Any and alI rights and privileges not sp�crfically granted to Airline far its use of and operations at the Airport pur�uant to f.his Agreement are hereby reserved for and to the City. Ar�icle 3 OPERATION AND MAINTENANCE OF THE A1RP�RT 3.1 City Obligafions. 3.1.1 Thc: City sha�l, wifh reasnnable diligence and using adequate qualz�ed personnel, prudentIy develop, ir�n.prove, and a# all times maintain and aperate ihe Airpart, and kee� #he Airport in good repair. 3.1.2 `The City shall use reasonable efforts keep the Aitport and its aerial approaches fr•ee fiom ground obstruction for the safe and proper use thereof by Airline to the e�tent that the City �as ownership of t�e land containing the ground obstructian. 3.1,3 The City shalI maintain and operate the Airport in accordance with FAA certifiCation requirements, ir�clud�ng 14 CFR Part 139, and tnaintain adequate rescue and firefighting equipment and personnel ta meet such FAA cei�ti�cation requirements which meet or e�ceed the acti�vity level of Airline's aircraft using the Ait�port. 3. I.4 The Airport shalI be fuIly operationa124 haurs per day, 365 days per year (366 days per year during leap years}, unless Airline agrees zn writing ta a reduced ogerating schedule. 3.1.5 5ubject to 3.1.6, the City shall not restrict Airline's night operations, subject ta Applicable Laws. 3.1.6 At the reasonable request of the City or Airport Operator, Airli.ne shall work with City and, to the extent necessary, the FAA to adciress locai noise concerns. 3.1.7 The City shall not be liable to Airline for temporaxy failure tQ furnish all or any of such services to be provided in accordance with ihis Agreement �rhen due ta mechanical breakdown or any other cause beyond the reasonable controI of the City. Article 4 FEES AND CHARGES �k.1 Signatory Airline Landiiti� Fees. 4.1.1 Signatory Airline Landing Fee Rate for Aircraft Over 40,OOQ Pounds. For aircrai weighing o�er 40,004 pounds, Airline shall pay Signatory Airline Landing Fees for its use of the Airfield based on the MaxiinUm Gross Landed Weight af Airline's aircraft landing at the Airport multiplied by the Signatory Airline Landing Fee Rate. �S Exeeut�an Copy (a}The Signatory Airline Landing Fee Rate foi• April 1, 2021 ihraugh 5eptember 30, 2022, is $�.65. (b) Fa�• each subsequent Fiscal Year, the Signatory Airline Landing Fee Rate far that Fiseal Yea.r shall be adjusted by rnull;iplying the Signatary Airline Land- ing Fee Rate for th� prio:r FiscaI Year by the percentage change ir� the CPI between Yhe previous I2-month period fzoin July 1 throug� June 30. For exainple, the Signatary Airline Landing Fee Rate for the secor�d Fiscal Year (October l, 2022 through Sept�mb�r 30, 2023) is calculated by multiplying the prior Fiscal Year Landing Fee Rate of $1.65 by the perceniage change in the CPI irom July 1, 202I through .Tune 30, 2022. 4.1.2 Minimum Signatary Airline Landing Fee for Aircraft Weighing 40,000 Pounds or Less. Fox aircraft weight 40,000 pounds or less, Airlir�e shalI pay the Minimum Signatory Airline Landing Fee for each landing at the Airpart. (a}The Minimum Signato.ry Airline Landing Fee from April I, 2021 through September 30, 2022 is $70.OQ. (b} For each subsequent Fisca� Year, the Minimum Signatory Airline Landing Fee for that Fiscal Year shall be adjusted by rnuj�iplying the Minimum Signatory Airline Landing Fee for the prior Fiscal Year by the percentage change in the CPI for the previaus 12-rnonth period from Ju1y 1 through .�une 30. For exainple, the 1Vlinimurn Signatory Airline Landing Fee %r fihe second Fiscal Year (October 1, 2022 tllrough September 30, 2Q23) is calcu- Iated by rnultiplyir�g the priar Fiscal �'ear Minimum Signatory Airline Landing Fae of $70.aa by the percenta�e change in the CPI from 7uly 1, 2021 through Ju.ne 30, 2D22. 4.1.3 Non-�ignatory Airline Landiiug Fees and Alteruafive Signatory Air- line Landing Fees. (a) Any Airline canducting cargo operations at the Airport without en- tering into a separate Cargo Carrier Agreement such as this Agreement with ihe City shall pay "Non-Signatory Airline Landing Fees," including a Non-Signatary Airline Landing Fee Rate and Non-Signatory Airline Minimum Landing Fee. Non-�ignatory AirIine Landing Fees shall be set and published each Fiscal Year by the City. (b) Zn any given �iscal Year, if either the Non-Signatozy Airline Landing Fee Rate of Non-Signatory Airline Minimum Landing Fea multiplied by 0.85 (the "Al- ternative Signatory AirIine Landing Fee"} is less than the corresponding �ignatory Lar�ding I`ee calculated under Se�tions 4.1.1 or 4.1.2, the City shall cl�arg� Airline the A�ternative Signatory Airline Landing Fee in lieu of the Landing Fee for that Fiscal Year. 4.1.4 Annual Natice of Revised Landing Fees. No Iater than Septembe:r 1 of each year, the Airport 4perator shall provide �r,rritten notice ta e�.ch Signatory Airline of the next Fiscal Year Signatory Airline Landing. Fee Rate and Signatory Airline Minimurn Landing Fee, to be effective Octaber 1 of that year. -7- Execution Copy 4.2 Special Charges. The City may also chaxge Airline far and Airline agrees to pay withi.n thirty (30) days after receipt af an invoice from the City or Airport Operator: 4.2.I Parking on the pubIic ratnp. The parking fee on the Effective Date will be incIuded in the City's Schedule of E�ates and Charges which may b� r�vised annually by the City. 4.2.2 Special Iicenses ar�d special permits for aciivities and uses of the Airport thai are not covered by this A�reement fhat are requested by �-1.irline; 4.2.3 5pecial services rec�uest�d by Airlin�; 4.2.4 Costs for removing disabled aircraft as specif ed in Section 2.2.4; 4.2.5 Reasonable, documenfied, out of pacicet costs and expenses actually incuri•ed by ar on 6ehalf af the City ar Airport Operator plus twelve perc�nt (12%} (after the giving af notice and the expiratian af any applicable cure periods as provided in Section 9.1 ai this Agreement) to remo�ve Iitter, debris, rafuse, petroleum products (including oiI and grease} that result fi•om the activities of Airline or its Affiliates, employees, agents or suppliers at the Airport; and 4.2.F Any ather reasonable, docu�nented, out of pocket costs and expenses, plus fwelve percent {12%), incurred by or on behalf of the City or Airport Operator as a result of any failure by Airline or its A£filiates to perfarm their duties and obligations under this Agreement or the Affiliate Operati�g Agreement {after the givin� af notice and the expiration of any applica- �le cure periods as p.ravided in Section 9,1 of this Agreement). 4.3 iTse Contingent Upon Payment. The gz'ant af the right, lieenses, facilities, services and privileges to Airline under this Agreement shall, in each case, be subject to the payment of ihe Landing Fees. 4.4 Payment. 4.4.1 On or befora ihe lOth day of each inonth, Air�ine shaIl submit to the Airport Operator a"Montk�ly Landing Report" in the fornn of Exhibi� C reporting its landing activity for the prior month. The Airpat� Operator shall have the right to rely on the Monthly Landing Report in determining Landing �'ees due from Airline �ndex this Agreement; pravided, how�var, Atrline shall have full responsibility for the accuracy of the repart. 4.4,2 Airline shall pay, without invoice fro�n the Airport Operator, on or before the 10t�` day of each monih the Landing Fees for the prior rnonih in an amount eyual io the Landing Fee Rate rr�uIfiplied by tk►e Azrline's Maximum Grass Landing Weight %r aIl ai�craft landing ai the Airport during the prior rnonth, as reported. in tk�e Monthly Landing Repart. ..g_ Execution Copy 4.4.3 All pay�nents due and payable hereunder shall be paid in lawful money of the United States of America, without set nff, by electranic transfar as follows: Accaun� Name; Accour�t NUmber: ABA Routing (WIRE}: ABA Routing {ACH): Alliance Aviation Management, Ltd. 488020289876 026Q09593 I11000025 Bank Name: Banlc of America Branch Addrass: Dallas, TX 75202 Remii�ance Email: Sherri.5impsan@Hillwood.com; and Monica.Wirdzek c�,Hillr�vood.com �.�.� Ai�er natiee af delinquency to Airline and failure of Airline to cure �he delinqu�ncy thraugh payment �rithin 30 days frorn the date of the notice of delinquency, City may irnpose a delinyuency charge on all overdue payjnents at a rate that is the greater oi either a 10% inter�st rate or the current WaII Street lournal Prime Rate pIus one percent (1%). 4.5 �cheduMes and Audit Upon execution of this Agreement, AirIine shalI provide the Airport Operator �+ith its schedule af aircra�t operations for Airline and its Affiliates ("Schedule"}. Airline shall provide the Airport Operator with an updated Schedule any time there is a ehange to t�e scheduled operations of Airline or its AF�liates tk►at would afFect the assesszxaent o�Landing �'ees. Airline shall maintain separate and accurate dail� records of AirIine's operaiions at the Airport far a period of tihree (3} years after the ciose of each Agreeznent Year tk�raughout the Term. This record-Iceeping obligation shall survive th� expiration or earlier termination of this Agreement. AII such books and records shall be �Cept in accordance with generally accepted accauntin.g principles, consistently applied, showing in detail all business done or transacted in, on, about, from or pertaining to the Airport, and shall be sufficient to per�nit the City to calculate and verify the Landing Fees and other %es and charges due under this Agreement. Upon the City's or Airport Operator's written request, Airline shall make availabte at the Airport to t.k►e City ar Aupart Operator or their auditors any and a11 baoks, records and accaunts pertaining to the calculation of' the Landing Fees and other fees and charges due under this Agreeinent. In the event City, Airport Operator or their auditor(s} dernonstrates ar� underpayment of eumulative �fees and charges of two percent (2%} or more for the previous tk�ree (3) years, Airline shall pay to City or Airport Operator the cost oi any review ar �udit. 4.6 Security Deposit. 4.6.I Pasting o, f Security De�osit. On or before the Effective Date, Airline shall provide to the City a Security Deposxt in an amaunt equal to the estimate of three {3} months' Landing Fees and in the form required und�;r Seetivn 4.6.3. As ofthe Effective Date, the Security Deposit is TWENTY-ONE THOUSAND NINE HL7NDRED FIFTY-ONE DOLLARS AND T�rVELVE CENTS ($21.,951.12}. The Security Deposit shall be held by the City and used to remedy Airline's defaults in the payment of Landing Fees and oiher fees and cY�arges due under ihis Agreement or which otherwise arise as a result of Airline's operations at the Airport. � Execuiion Copy 4.6.2 Z�creases to the Secu�-ity Deposit. The City m�y increase the amQunt of the Security Deposit required Under Section 4.6.1 during the Tcri�n if and when Airline chan�es its operating schedule in a mannex that increases the estiznate of three {3) manths' Landing Fees that forrned the basis far the Security Deposit th�n in eff�ct by rnore than ten percent (l 0%). Any such ir�crease in the Secvrity Depasit shall be limited to the then current esti�nate of three (3) months' Landing Fees. In �ie event of an increase, AirIine shall comply with the ncw Security Depasi� �•ec�uirenr�ent wifhin thirty (3�) days af receipt af �ritten natice �y the City. 4.6.3 Standby Letter^ of Credit Rec�uixeme�ris. Tha Security Deposit shall be in the �orzn of an irre�ocable standby letter of crec�it drawn on a banlc having eitl�er a branch in Tarrani County or a bank that aiInws the L�tter af Credit to be pr�sented by facsimile. The bank is required to have a Io�ng-texrr�, letter af credit rating and ba�c deposit rating from tt�va (2� of the three (3) ratir�g agencies af at least A2/AIA by Mondy`s Investor Services, Standard & Foor's and Fitch Rafings, respectively. The letter af credit shall be in a farm appraved by the City. 4.6.4 Duty to Maintain Security Depasit - Default. Airline shalI maintain the required Security Deposit continuously throughout the Term. �'ailuare to da so shall be deemed a default and shall be grQunds, at City's discreiion, upon ten (10) days' writtcn notice unless the default is cured, fror ina�aediate terzninatian of this Agreement. 4,5.5 Duty to Rebate. The 5ecurity Deposit or the remaining portion therenf foIlawin.g any draws on the letter of credit by City sk�all be rebafed, released, assigned, surrendered, or endarsed fio AirIine, as applicable, no later than ninety (90) days after the later af: {1� termination af this Ag�reennent; (2) issuance of a close�out audit by the City or Airpart Operator; ar (3) payment o�' aIl outstanding amnunts n�ed the Ciiy under this Agreement. Article � AFFZLXATES 5.1 Airline's Designation of Afiiliate�. Subje�i to the pravisiot�s ofthis Article 5, AirIine may designa#e one or z�ore Af£'iliates ta operate at the Airpart. In the event Airline designates an Affiliate, the following provisions apply to Airline and its Affiliates: 5.1.1 Airline's designation of ar� Affiliate shall nat be effective until Airline has �rst (a} noti�ed the Air}�ort Operator in writing that Airline intends to designate the Affiliate; (b} ensured that the Af�iliate has entered into an Affliate aperating Agreement witY� the City in substanii.ally the same form as that attached as Ex.hibit D; az�d (c) con.frmed for the Airport Operatar ir� writing that Airline will pay ta the City all of t�e Aif liate's Landing Fees and other fees and charges due to the City on acco�zat of the Affiliate's use of any Aarport facilities as an Affiliate of Airline, as pr�vided in Section 5.1.2. Airline's designation of an Affiliate is sUbjact to the City's approval, r�hich shall �not be unreasanably withheld. S.I.2 AirIine shall pay to City aI! Landing F�es and �ther fees and charges du�; under this Agreement due to City on account of the Affiliate"s use of any Ai�ort faczlities, and shall submit to City all repar�s detaiIing each Af-fiIiate's use a�' any Airport facilities or services as an Affiliate of Airline in accordance with Section 4.4; provided, k�awever, that botk� Airline and the Affiliata shalI r�main jointly and severally liable to City for the paymanti of alI Landing Fees _�fl.. ��e��r�o� cQpy and other fees and eharges, and the suhmission of all reports, that are due to City on account of the AffiIiate's use of any Airport faciliiies or ser�ices as an Affiliate of Airline. 5.2 Applicabilify of Agreem�nf to Affilia#es. For so long, as Airlin� and its AfFiliates have complred rvith the payment and reparting obligatians under Ai�tzcle 4, then each Affiliafe shall have the same rights as Airline with respect to its use of �he Airpart. 5.3 Terxnination o� Statns af Affilia�e. A Cargo Carrier's status as Affiliate of Airline may be tertninat�d by Airline upon not less than thirty (30) days' wriiten zaotice to City. Airline's liability to Ciiy for the payment af aIl Lar�ding Fees and other �ees and charges due under this Agreement, and the submission of all activity reports, thai are due to City on accoun.t of the use af Airport facili�ies or services by Airline's Affliates shall survive any termination of Affiliate status; provided, however, that Airline shall anly be cesponsible for such paynaents and reparts related ta the terminated Affil'rate's operations before its proper texrriinatian by Airline took �ffect. Article 6 INDEMN�F�CATZON AND ZNSUI�ANCE 6.1 Indemni�catron. 5.1.1 Except for Claims far environmental matters {�vhich are the subjeet of the indar�anification obligation ur�der ArticIe 1 I), Airline shall, to the fullest exient permitted by law, defend, indernnify and hold harmless the City and the Airport Operato�• and their boards,. officers, of�cials, directors, employees, valunteers and agents (each and "Indemni�'ie.d Party") from and against {i) Claims arising directly or indirectly from any acf ar orz�,ission (including withaut limitation express negligence) o� Airline or Airlin� Entity or out of the obligations undertaken in connection with or tlze performance of this Agreement, or (ii) for Glaims based upo.n Airline's alleged bre�.ch of any statutory duty ar obligatinn or Airline's duty under contracts with third par�ies, or (iii) Claims arising from any use of the Airpot�t by Airline or Airline Entities excetat, ta the e�tent those Claims arise out af th� negligcnce ar willful misconduct of th� City or Airport Operator. The obligations in this ArticIe sha11 apply for the entire tim.e thaf any third par�y can legaIly rnake a claim against or su� th� Gity or Airport Operator for liabilities arising out af Airline's use, occup�ncy, or operation of the Airport. 6.1.2 Exeept for claims for environmental matt�rs (which are f.he subject of the indemnificatinn obligations under Article 11), Airline shall release, defend, inderannify, and hold each �ndemnified Party completelq harmless from and against any Glaims arising from or based upon the actual or alleged violafiion by Airline or an Airline Entity, of any Applicable Laws, Airport Rules and Regulations or any license, c�r�if cate, parmit or other autharization issued undee any of the aforesaid, in connection with Air�ine's conduct of its air transpartatian business on or at the Airport or use or occupancy of the Airpart. 6.1.3 If the City is alleged to be �n nan-compliance with Applicable L�ws governing access to seeure areas of the Airport and said non-compliance is the result of or due to the negligence or willful act or omissian �f Airline or an Airline Entity, and such breach �f a secure -11- Execution Copy area results in a civil penalty or other action against the City, Airline agrees to reimburse the City for all �xpenses, including reasonable attorneys' f�es, incurred by the City in defending against the civzl penalty action or other actiori, and for any ci�il penalty ar settlement amaunt paid by tl�e City as a resuli of being deemed in non-cornpliance as aforesaid. The City sha11 give Airline reaspnable notice of any allegation, investigafiion, or prdposed or actual civil penalty or other action sought for such non-compliance. 6.1.�4 If any actio.n or proceeding is brought against the City by reason af ar�y Claim that may be subject to Airline's indemni�cation obligations contained in this Section b.I, Airline, upon re�.sonable notice fi•om the City, shall resist or defend such claim, suit, demand, aetion, liability, loss, dama�e, judgir�ent, fine, nr penalty with counsel reasonabIy accep�able to the City, and the City shall tal�e reasonable act�ons to mitigate its damages. 6.1.5 The foregoing express obligation af indernnification shall not be consfrued to negate or abridge any ather dbligatian af indemnif'tcation running fio the City ar an Ir�demnified Party that woulc� exist at common law or under other provisions o#'this Agreement, and the extent of the obligation of indemnificatian shall nat be Iimited by any provision of insuranc� undertaken in accordance wiih this Agreement. The City shall gi�e Airline vvritten notice af a�ny Claims threatened or made or any suit instituted against it that could result in a claim of indeinnification hereUnder. 6.1.6 Natwithstanding anything to the contrary set farth in this Agreement, neither party nor any of its members, directors, af�icers, agents, r�presenta.tives ar employees shall be liable to the ot�ez• party far any lass af business ar any indirect, incidental, special or consequ�ntial damages or lost profits arising out of ar reIatiing to this Agreement or such party's performance or non-performance hereunder; pra�ided, however, that this Section {.1.6 shall nat apply to third�party claims for bodily injury, wrongiul death or property damage arising out of or relating to this Agreement. 6.1.7 The indemnification and other obligations under this Section 6.1 shalI survive the expiration or earlier termination af t�zs Agreemerit, 62 Insurance. Durin� the Tezm and any e�tensian thereof, A.irline sha11, at its sole cost and expense, abtain and maintain in full force and effect, and promptly pay alI premiums, when due, for the following types of insurance in the aznounts spacified and in the £ornn herein pra�ided: 6.2.1 General Liability InsurancelAviation Liability. Airline shall maintain avration liability insurance, including generaI liability insurance, in amounts not less than a Combined Single Limit of $500,000,000 any ona occurrence and in the aggregate where applicable far bodily injury (incIuding death} to passengers and fhird parties and Praperty Dama.ge. Caverage shall include b�t not be limited to Airport operations; blanket contractual liability; personal injury, whic� caverage shail be $10,000,000; products and campieted operations; aircraft non-owned liability; liability for vehicles on the restricted access areas of the Aizcraft 4perations Area (A4A} inciuding baggage tu�s, aircraft pushback tugs, pro�isioning trucks, air s�air trucks, belt loadars and ground hangar keeper's liability. Explosion, -12- Execution Cvpy collapse and underground property dxmage liability caverage's shall not be excluded from such insurance covera�e. The City and Airpori Operator shall be named as additional insured. 6.2.2 Autoinabile Liability Insurance. Airline shall maintain commercial auto�nobile liability insurance, vvith a liinit oF not less than $ I 0,000,000 each accident. Such insurance shall cover liability arising aut of any auto (includin� ownad, hired, and �on-owned autos). The City and Aii•port Operator shall be nained as additional insured. 6.2.3 Worlcers Compensation, Airline shall maintain statutory warkers compensatian and employers liability insurance. The liability einployer's limits for such policy shall not be l�ss than $1,OQO,OQD each accident far bodily injury by accideni or $SOO,a00 each einployee for bodily injury by disease. 6.2.4 Contractors Insurance. Any contractor, construction manager or other party engaged by AirIine or subcontractor or ather party engaged by a cnntracinr, construction manager or other party that is engaged �y AirIine, in either case, to perforn � any construction, renovations ar repairs at the fl.irport shall obtain and maintain in full farce and effect during any construction period: (a) A cor�ercial general liability insurance policy in minimum limits, unless ntherwise specifed, nf $1,Oa0,4aQ per nncurrence far l�odily injury and $1,oaa,000 per occurrence far property damage including a$2,000,000 general aggregate. (b) An autarnabile liability insurance palicy covering own�d, non- owned and hired vehicles of least $SQO,aOQ per a cozxibined �ingIe limii, (c} A work�r's compensation policy af�ording statutory coverage and containing statutory lirnits and employer's liability insurance at limits of $SDQ,OQO per accidentl$SD0,000 each empIoyee!$SOO,OOQ policy limit. (d} Professional liability insurance shall be mainiained when any arehiteci., engineer or any oiher professianal service periarms, directly or indirecily, wark %r or on behalf of Airline at Airport ar involving Airline's operations �vith a$1,000,000 policy limit. (e) Additional Coverage: {i) Excess / Umbrella Liahility (as applicable) {ii) W ithin Aircrait Operations Area $ i 0 M {iii) 5eeure/Sterila �ide Operations (outside AOA} $S 1VI -13- Execution Copy Coverage must apply in excess of all required primary liability insurance, and rnust be at least as broad as the underlying liability insurance. The City and AirpQrt Operata�• shal� be nameci as additional insured. 6.3 Forms of Insurance Coverage. 6.3.1 Insurance requirernents anci limits of cow�rage und�r this Agreement inay be amended by the City as a result of increased rislc, nature of work performed, lasses sustained, and/or City policy, industry and statutory changes. b.3.2 All policies shall be written by insurance coi�pan.ies reasonal�ly acceptable to the City. 6.3.3 All policies, except far workers compensation coveraga and pxofessional liability coverage, shall designate the below mentioned parti�s as "Additio�al Insured," eiiher by a"bianket additional insured" endorsement, or hy specific endorsement. "The City of Fort Worth, Texas and Alliance Air Services, Inc, and their respective elected nfficials, boards, officers, employees, agents and representaiives." 6.�.4 All policies shall waive the insurer's right of subxagation againsfi said par�ies. 6.3.5 All po.licies rr�ust be primat•y with respect to caver.age provided for the City a�d the oiher AdditianaI Insureds. 6.3.6 All policies must be non-contributary with ather coverage or self- insurance available tn th� City and the other Additional Insureds. 6.3.7 AIl of Airline's insurance policies shall contain a pravi,sion that written notice shaIl be given to the City and Airport Operator at least thirty {34) days prior to cancellation, excepi ten (IOj days for non-payrnent of preznium. In the event that Airline is no�ifed tl�at an insurer intends to terminate or nan�renew a policy or reduce ccrverage below the requirements in this Agreement, Airline shall arrange alternate coverage acceptable ta t�ae City ta camply wi�h City requirements and cause replacement coverage data to be ohtained. 6.3.8 ApprovaI, disapprQval or failure to act by the City regar�ing any insurance o6tained by Airline shall nnt relier�e the Airline of full responsibility or liability for darnages and aceidents as set forth herein. Neither shall the battkruptcy, insolvency ar denial oi liability by the insvranee cornpany e�onerate Airline firom liability. Article'� COMPL�ANCE WITH LAWS 7.1 General Laws. Airlina shall comply with aIl Applicable Laws. -14- Execution Copy 7.2 Airport RnIes and Regulations The use by 1�irline of the a�eas and facilities described herein and the rights and privileges granted Airline pursuanf to this Agreernent shall at all times be subject to the Airpart Rules and Reg�lations. Airlina covenants and agrees that it will nat violate or perrriit any Airlina Entity to violate any such Airport Ru1es and Regulations. The City may prescribe ci�il }aenalties and injunctive remedies for violations thereaf, and the sa��ne may be applied to Airlin� for violations by Airline or any Airline Entity. Airline may contest in good faith any AppIicable �.aws, federal, Siate ar local code, Iaw, regulation, ordinance ar rule, Airport Rules and Regulations or any other rule ar regulation oithe City without being considered in breach ofthis Agz°eernent sa Iang as such contest is diligently commenced a�d prosecuted by Airline. The City shall provide at least thirty (3Q) da�s' advance writt�n notic� of any new or amended Airport Rules and Regulations affecting Airline. 7.3 Licenses, Certificates and Authorizations. Airline shall obtain, at Airline's sale expense, all licenses, certifcates, permits and other aufhorizations that are now or h�reaf�er required by Applicable Laws or the Airport Rules and ReguIations for Airline's operations at the Airport and Airline's exercise aF any rights under this Agreement. 7.4 Wage Hour Laws. Airline shall comply with all applieable Federal, state and 1oca1 wage and hour laws. Article 8 CIVIL RIGHTS AND AFFZRMATNE ACTION S.l General Civi[ Rights Provisians. Airline agrees to cnmply with pertinent statutes, Executive Orders and such rules as are promulgated to ens.ure that no person shall, ori the grounds of race, cre�d, color, national origin, sex, age, or disability be E�cluded from participating in any acti�ity conducted with or benefiting frorn �ederal assistance. If Airline transfers its obIigation, the transferee is obligated in the same manner as Airline. This provision obligates Airline for the period during vvhich the pxoperty is ovvned, used or possessed by Airline and the Airport remains obligated to the Federal Aviation Administration. This pro�vision is in addition to ihat required by Title VI of the Civil Rights Aci of 1964. 8.2 Compliance with NondiscriEnination Requiremenfs. During the parformance of this Agreement, Airline, for iiself, its assignees, and successors �n interest {hereinafter refe�•red to as "Airline") agrees as follows. 8.2.1 Compliance with Re�ulations: Airline (hereinafter inclades consuItants) will comply with the Title VI List of Pertinent Nondiscri�x�.ination Acts and Authorities, as they may be amended from time to time, which are herein ineorpnrated by referer�ce and inade a part oithis Agreement. -15- Execution Copy 8.2.2 Nondiscrimination: Airline, with regard to the wark �erformed by ii during the Agreement, will not discrim:inate on the graunds ofrace, color, or nationa� origin in the selection and retention of subcontractors, including procureznents of materials and leases o� equipment. Airline will not participate directly o�• indirectly in th� discrirnination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the Agreement covers any acti�ity, project, or pragra�n set foxrth in Appendix B of 49 CFR part 21. 8,2,3 Solicitations for Subcontracts, Including �rocurements of Materials and Ec�uipment: In all solicitations, eitI�er by co�nr�petitive biciding, or negotiation made by Airline for worl< to be perfarmed under a subcontract, ineluding proeuz•exnen.ts of materials, or leases nf equiprnent, each pote�tial subcontractor or supplier will be notified by AirIine o�' Airline's abligations under this Agreement and the Nondiscrimination Acts and Autharities on tha grounds of race, color, or national origin. 8.2.A� Informaiion and Re orts: Airline will pravide all infarmation and reports r�quired by the Acts, the Regulations, and directives issued pursuant thereto and will permit access tio its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Adzninistration to be pertinent to ascertain corzi.pliance with such Nondiscrimination Acts and Authorities and instructions. Where any int'ormation required of Airline is in the exclusive possession of anoth�r who fails or refuses to furr�ish the infarinatian, Aieiine will so certify to the City or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made fio obtain the inforrnation. 8.2.5 Sanctians far Noncom liance: In the event of Airline's noncompliance with th� nondiscrimination provisions of this cantract, �:he City will impose such contract sanctions as it or the �'ederal Aviation Adrninistration may determine to be appropriate, including, but nat limited io: (a} Withhoiding payrnents to Airline u�nder the Agreement until Airline complies; and/or {b) Canceiling, terminating, ar suspending the Agreernent, in whole or in part. 8.2.6 �ncorporation af Prorrisions: A.irline wi31 include the provisions of paragraphs 8.2.1 thrnngh $.2.6 in every subcontract, including procurements of ma�erials and leases of equiprr�ent, unless exeinpt by the Acts, the Re�ulations and directives issued pursuanfi thereto. Airline will take actian with respect to any su6cantract or procurement as the sp�nsar or the Federal Aviation Admin�stration may direct as a m�ans of enforcing such provisions including sanetions for noncompliance. Provided, that if Airline becomes invalved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, t�ixline may request the Cit}� to enter into any liiigatian to protect the interests o£ the City. In addition, Airline may request the United Stat�s to enter in�o the litigaiion to protect the in#erests of the �CJnited States. -16- Executiorz Copy 8.3 Title VI Clauses for Transfer of Real Properiy Acquired or Improved Under the A,irport �mprovement Program. 8.3.1 Airlin�, for hiznself/hez•seIf, his/her hairs, persor►al representatives, s.uccessors in interest, and assigns, as a part of the consideration hereof, doe� hereby co�enant and agree as a covenant running with the land th:at: (a) In the event iacilities are cons�ructed, maintained, or otherwise operated on the proper�y described in this Agreement for a purpose for which a Federal Aviation Administration acti�ity, facility, ar program is extended or fbr another purpose involving the provision of similar sarvices or benafits, Airline will maintain and opera�� such facilities and services in compliance with all requireinents imposed by the Nondiscri�nination Acts and R�gulaiinns listed in the Pertinent List of Nandiscrimination Authorities (as may be amended) such that no persan on the grounds of race, color, or national origin, wiIl be excluded from participation in, denied tha benefits of, or be atherwise subjected to discrimination in the �se of said facilities. 8.3.2 With respect to this Agreement, in the event of brc�ach ofany ofthe above Nondiscrirnination covena�ts, the City will hav� th� right to te�inate this Agreement and to enter, re-enier, and repossess said lands and facilities thereon, and hold the sam� as if this Agreement had never been made or issued. 8.4 Clauses for ConstructionlUse/Access to Real Property Acquired Under the Acti�ity, Facility or Program. 8.4.1 Airline, for himself/k�erself, his/her heirs, personal representatives, successors in in.terest, ar�d assigns, as a pari of the consideration hereof, does hereby covenant and agree, as a covenant running with th� lanci, that (1) no person on the ground of race, color, or na�ianal origin, will be e�cluded fram participation in, denied the beneiits af, or be atherwise su6jeci�d to discrimination in the use of ,�aid faciIities, {2) thai in the construction of any improvements on, over, o.r utlder such land, and the furnishing of' services thereon, no person on the ground of race, color, or nationa� origin, will be excluded fram participation in, cienied the benefits of, or otherwise be subjected to discrimination, (3) that Airline will use the premises in �ompliance with all other requirements impased by or pursuant to the List af Nondiscrimination Acts and Autk►ori�zes. 8.�.2 With respect to this Agreement, in the event of breach of any ofthe abave nondiserimination co�enants, the City will have the right to terminate the Iease and �� enter ar re- enter and repossess �aid land and the facilities th.erean, and hold the same as i�'this Ageeement had never been made or issued. 8.5 Title VI List of Pertinen� Nondiscri�rnation Acts and Au�horities. 8.5.1 During the perfarmance of this Agreernent, Airline, for itself, its assignees, and successors in interest (hereznafter referred to as the "Airline"} agrees to compIy with the following nandiseritnination statutes and authorities; including bui not limited to: -17- Executian Capy (a) Title VI af tk�e Civil Rights Act of 1964 (42 USC § 20QOd ei seq., 78 stat. 252} (prai�ibits discriminatipn on the basis of race, color, nationa� origin); (b} 49 CFR part 21 (No��-discrirninatian in FederaIly-assisted programs of the Department af Transportation---EfFectuation of Title VI of the Civil Rights AGt of 1964); (c) The Unifarin ltelocation Assistance and Real Praperty Acquisition Policies Act af 197Q, (�2 USC § 4601} (prahibits unfair treaiineni of persons displaced or whose praperty has bean acquired because of Fedei°a� or Federal-aid progr�.ms and prajects); (d) Section 504 of the Reha�ilitatian Act of 1973 (29 USC § 794 et seq.), as amended (prahibits discrimination an fhe basis of disabili�y); and 49 CFR part 27; (e) The Age Discrimination Act o�' 1975, as amended (42 USC § 61fl1 et seq ){prohibits discrimination on the laasis of age); (� Airpart and Airway Impraverneni Act o� 1982 (49 USC § 47l , Section �7123), as am�nded (prohibits discrimination based on race, creed, color, nationaI origin, or sex); (g) Th� Civil Rights Restoration Act of 19$7 (PL 1 DO-2p9) {broadened the scope, eoverage ar�d applicability of Title VI o� the Civil Rights Act of 1964, the Age Discrimination Act of I975 and Saction 504 of the Rehabilitation Act o� 1973, by expanding the definition of the tezms "pro.granns or activities" to include a�l of the programs or activities of the Federal-aid reeipients, sub-recipients and contractors, whether such progratns or activities are rederally funded or notj; (h} Titles II and III of the Americans with Disabilities Act of 199fl, which prohibit discrimination on the basis oi disability in the operation of public eniities, public and pri�ate transpartation systems, placas of public accom�nodation, and certa.in testing entities (42 USC §§ 12131 — 12189} as irr�plemented by U.S. D�par�rnant ofTransportation regulations at 49 C�`R parts 37 and 3 S; {i) The �'ederal Aviation Administration'� Nondiscrimination statute (49 USC ��7123) (prahihits discrimination on the basis of race, color, national arigin, and sex); (j) Executive Order 12898, Federal Actians to Address Envirorunez�tal Justice in Minority Papulatians and Low-Income Populations, which ensures nondiscrimination against minority pop�alations by discauraging programs, policies, and aciivities with disproportianately high a.nd adverse human health or environmental e�fects on minority and low� incorne populations; (k) Ex�cutive Order 13166, Improving Access to Ser�ices far Persons wit11 Limited English �'roficiency, and resulting agency guidance, national origin discrirxzination includes discrimination bacause of limited English praficiency (LEP}. To e�sure compliance with Title VI, you must take reasonable steps to ensure that LEP persons ha�e meaningful access to your prog,rams (70 Fed. Reg. at 74087 ta 74100}; -] 8- Execution Copy (l) Ti�le IX of the Edueation 1�mendments of 1972, as amended, which prohibits y�u fiom discriminating because of sex in edueation prograzns or activities (20 USC 1681 e� seq), $.6 Subordination fo Agreements with the United States. This Agreement is sitbject and subordinate to the provisions of any a:gr�ernent heretofare or hereafter made between the City and the United States, including withaut limitation th.e tertns ofi any "Spoilsor's Grant Assurances" or Iilee agreement, the execution of �vhich is required io enable or permit the transfer of rights ar property to the City for airport p.urposes, or the expenditure of %deral grant funds %r Airpprt improvement, maintenance or devalopme�t. Airline shall rea�onably abide by tl�e raquirements of agreements entered into between the City and the i]nited States, and shall consent to amendments a�d modifications of this Agre�m�ni if rEqUired by sucl� agreements or if required as a condition of the City's entry into such agreements. 8.7 No Exclusive Rights. Nothir�g contained in this Agreeznent shall be deemed to grant to Airline any e�clus.ive right ar privi�ege within the meaning of 49 U.S,C. § 40I03{e) with respect io aciivity on the Airport. 8.8 Right to Develop Airport. The City reserves the right to further develop or irnprove the Airpo�t as it sees fit, regardless of the desires or view of Airline and without interference ar hindrance. $.9 Right of Flight. There is hereby reserved to the City, its successors and assigns, for tk�e use and benefit of the public, a right of flight for ihe passag� of aireraft in the airspace above the surface of the Premises. This public right of flight shall inclUde the right io cause in said airspace any noise inher�nt in the operation of any aircraft used for navigation or flight through the said airspace or Ianding at, taking off from, or aperation on the Aiurpo�rt. 8.1 Q 14 C.F.R Part 77, Obstructions in Navigable Airspace. Airline agrees to comply with the applicabie notification and review requirements co�ered in 14 Code oi Federal Regulations ("C.F.R.") ParE 77 of the Fed�.ral Aviation Regulations, in the event future construction of a building is covered by tnis Agrreement, ar in the event of an.y planned rnodifieation or alteration oi any present or iutvxe building or struciure situated nn the Airpoi�. S.I 1 War or National Emergency. This Agreement shall be subject to whatever right the Linited States Government now has or in the fi�ture may have or acquire, affecizng tk�e contirol, operation, regulation and talcing aver of the Airport or the exclusive or r�on-excIusiv� use of the Airport by the United States during the time of war or national emergency. -19- Execr�tion Capy $.12 No T�ter��rence with Airport Operations. Airline by accepting this Agreetnent agrees for itself, its successors, and assigns that it wi11 not do or permit ta be done by its afficers, agents, employees, contraciors ar invitees, any act or ornission which migh� interfere with the �anding and taking o�f o� aircraft from the Airport or otherwise constjiute a hazard, ar unreasflnably interfere with the canduct of business by anaihe�� airIine, t�nant or contractor of the City, or unreasonably inte��fere with tlae perforinance of their dutie� by ihe staff of the �ity ar by the staif of the FAA, the TSA or any other agency of the U. S. Gavernment, or aithe coi�tractors thereof. In the event this co�enant is breached, the City reserves the right, in addition to any other rights or remedies under this Agreement or in law or equity, to enter upon the Premises and cause the abaternent of such interfereer�ce at the expense af Airlin�. 8.13 SEC Rule 1�e2-12. Airline, upon the City's r�c�uest, shall provide to the City sUch informatian as the City may reasonably request in writing to comply with the City's cant�nuing disclosure requirements under SEC Rule 15c2-12, as it may be amended f'rom time to time, provided, however, that Airline may, in lieu of providing the requested information, direc� the City to an Airline or SEC website where the requested information is then currently available. 8.14 Americans with Disabilities Act ("ADA"). Airline aclrnowledges that, pursuant to the Americans with Disabilities Act, 42 i7.S.C. Sectians 1210] et sec�., as amended and supp�emented (ADA), to the exteni applicable to Airline, pragrams, services and other activities provided by a public entity to the pubIic, whether directly or through a contraetor, nn.ust 6e accessible to the disabled public. To the extent th.e ADA is so apglicable: (a) Airline shall provide the services specified in tliis Agree�nent in a ma.nner tI�at complies with ihe ADA, as applieable, and any and all other applicable fed�ral, State and local disability rights legislation; (b} Airline agrees not to discriminate against disabled persons in tI�e provision of services, benefts or activities pro�ided under this Agreament; ar�d (cj Airline furCher agrees that any violation of this prohibition on the part of Airline, its err�playees, agents or assigns shall constitute a material breach of this Agreement. Article 9 AIRLINE DEFAIILT AND TERMTNATZON BY CXTY 9.1 Aiwline Default. The occurrence of any one or mnre o� the following e�ents shall constitute an Event of Default under this Agreement: 9.1.1 Airline becomes insolvent (as such term is defined under Sectian 101 of th� Federal Bankruptcy Code); or fails to pay its debts generally as they mature; or takas the benefit of any present or future federal ar state inso�vency statuie; or makes a general assignment for the bene�'it of creditors. 9.1.2 Airline �les a voluntary petition in bankeuptcy or a petitian or answer seelcin� an a3•rangement of its in.debtedness under the Federal Ban�cruptcy Cnde or under any other law ar statufie oi the United States or of any state th.ereaf; or consent ta the appaintrrient oi a -20- L�xecutior� Capy receivex, ttustee, custodian, liquidator or other similar of�cial, of all or substantially al� of its property; or an order for relief is entered by or against Airline under an�r chapter of the �`ederal Bankruptcy Code. 9.1.3 By order or decree of a eourt, Airline is adjudged bankrupt or an order shall be made appraving a petition filed by any of its creditors or by any of its staclthoIders, seelting its reorganization ar the restructlaring af its indebtedness under the Federal Sankrup.tcy Code or under any other law or statute of tihe United States or a�ay state thereaf and such ord�r or decree shall not be stayed or vacated within sixty (�i0) days of its issuanc�. 9.1.4 A p�tition under any chapter ofthe Federal Bankruptcy Code or an action under any federal or state insolvency law or statute is filed against Airline and is not dismis,sed or stayed within sixty (60) days aft�r the filing thereof. 9.1.5 By or puesuataf ta, or under autharity of any legislati�+e act, resolution or rule, or ariy order or decree of any court ar goveX•nmental board, agency ar officer, a rec�iver, trustee, custodian, liquidator or other similar official takes posscssian or cantrol of all or substantially all of the property of Airline and such possession ar control cantinues in effect for a period of sixty (6Q) days. 9.1,6 AirIine becomes a corporation in dissolution. 9.1.7 The letting, license or other interest oi or rights of Airline hereund.er is transferred ta, pass to 01• devolae upon, by operation of` Iaw or othexwise, any ather person, firm, corporation or other entity, by, in connection with or as a result of ar�y bankruptc�, insolvency, trusteeship, liquidation or oth�r proceedings or oceurr�nce described in Sections 9.1.1 through 9.1.6. 9,1.8 Airline faijs duly and ti�ely to pay any Landing Fees and other fees and charges due uncfer this Agreement whean due to the City, and such faiIur� shall conirnue for thit-ty (3�) days beyond Airline's receipi af a written notice af sucla breach or default fram the Airport Operator. 9.1.9 There occurs an assignrnent or transfer and such assigr�.rnent or transfer is not revarsed witlzin thirty (3fl) days a£ter written notice by the City. 9.1.10 Airline abandons the conduct of' Uusiness at the Airport, and in conn�ction wiih this abandonment, suspend operations for a periad o� sixty (60) days in the absence of a labor dispute, force majeure ev�n� in accordance with Sectian 23.I2 or other gov�rnmental actian in vvhich Airline is directiy invol�ed. 9.1.11 Airline iails ta obtain and maintain the insurance required by Seetion 6.2 or provide copies of the policies or certificates {including wifihout 1ii�nitation those related to renewals of sueh caverages) to the City as required and, anly with. respect to providing capies of the policies or certificates, the failure to provide ihe copies shalI continue �or five (5) days beyon.d Airline's receipt of a written notice from the City of such breach or ciefault. -z�- Executio� Copy 9.1.12 To the exient applicable, Airline fails to �neet any of AirIine's Security Deposit requirements set Forth in Section 4.6 anci such failure continues for thirty (30) days beyond Airline's receipt af a written notice from the City of such breach or deiault. 9.1, l 3 Airline iails to keep, perform and observe each and every other pz�om ise, representation, covenant and agreerneni set forth in this Agreernent, and such failure continues fnr a period of more tha.n thirty {30} days after the Airpnrt Operator's delivery of written notice of such failure or, if satisfaction of sUch objigation requires activity over a periad of time, if Airline fails to �corr�rnenee the cure of sueh failure within ihirty (34) days after Airline's receipt of such notice, ar thereafter fails io diligently prosecute such cure, or fails to actualIy cause such cure within sixty (GO) days of the Airport Ogeratox's d�livery of such notiee. 9.2 City's Remedies. 9.2.1 General Remedies, (a) Whenever any E�eni of Default accurs (oiher t�an a default pur�uant to Subsection 9.1.3 upon whieh termination of this Agreement, ai the City's option, shall be e�fective imm�diately vvithout further notice), this Ageeement and all af Airl'1ne's rights hereunder shall terminate if tI�e wz'itten natice of defauit so provides. (b) The Ci1:y's action pursua�t to this Section 9.2.1 shall not in any way limit the City in ihe pursuit of any other additional righi or remedy available to the City in law or in equity by r�asnn of Airline's default. 9.3 Terminatio.n. This Agreeinent may be t�rminated in advance of its Expiration Date in the foIlowing events: 9.3.1 If any %dera�, state or local government, or agency or insiruxx�.antality thereof, iakes, by condemnation or deed or conveyance in lieu thereof, title, possession, or the right to possessian a£the Airpart or any substantial por�ion thereof, the City may, at its option, terminate this Agreernent as of the date af such taking; or 9.3.2 If any court having jurisdiction renders a decision that has become final and will permanently ar for a substantial period of time prevent the City's performance of any of its nnaterial obligations under this Agreem�nt, either party hereto may terminate this Agreernent by written notice. This right of tez-rnination shall be and remain effective whether or not the City, by ta�ing aff'rrmative action or by inactian, could ha�ve prevented the rendering of the decisian, or could have caused the decision to be vacated before it became f nal. 9.3.3 If fihis Agr�ement is terminated under this Section 9.3, all rights and obligations of the parties shall terminate (with the exception nf (i) any undischarged righis and obligations that accrued prior to the effective datc� of such termination: az�d (ii) any rights and obiigations that this Agreement ex�aressly states shall survive such termination). _22.. Execution Copy 9.4 The City's Right to Perform. All agreements and obligations ta be performed by AirIine under this Agreement shaIl be at AirIine's sole cost and expens� and without any abatement of Landing Fees and other fees and char�es due under this Agreemerii. 9.5 Airline's Rights Related to Termination. In the event of any termination based on any beeach by Airline of the co�enants, terins and conditions contained in tliis Agreement, alI flf Airline's rights, powers anc� privileges uilder this Agreement shall cease. Airline shalj have na elaim of any kind whatsoever against the City by reason of sucl� termination, ar by reason of any act by the City related to such termination. 9.6 Bankruptcy. In na event shall this Agreement or any rights arprivileges hereunder b� an assei o�Airline under any banlcruptcy, insolvency ar reorganization proceedings. To fhe extent consistent with and permitted under the Un.ited States Bankruptcy Code or similar debtor r�lief laws, if Airline seeks protection under tha Llnited States Bankruptcy Code or sirr�ilae debtor relief laws, or is currentIy aperating under the proteciion of the United States Bankruptcy Code or other similar debior relief laws, Airline shall comply �vith every provision of this Agreement as and when required �nder this Agreement, including without limitatian per�orming any required remediation relating to any environmental matter pursuant to Airline's obligations under Article 11 which arose prior to or arises during the caurse af Airline's banfcruptcy cas�. No Cargo Carrier will be allowed to assume this Agreement without performing any required remediai�on as part of the cure of any Eveni oi Default under this Agreement. Articie 10 AIRPORT DEFAULT AND TERNIINATION BY AZRLINE 10.1 Evenfs af DefauIt. The events described bal4�r are deemed Events of Default by the City hereunder: 10.1.1 The Ciiy fails to l�eep, perform or observe any material term, covenant or condition herein contained to be kept, performed, or observed by the City and such failure continues for thirty (3a) days after receipt of written notice from Airline; or, if by its nature such default cannot be cured within such thirty (30) day period, the City shall not commence to cure or remove such default within said t�irty (30) days and to cure or remove the same as prnmptly as reasonably pxacticable; 10.1.2 The Airport i� elosed to flights in general or to the flights of Airlina, for reasons other than thase circutnstances vvithin Airline's controI, and Aiz•port fails to be reapened to such flights within thirty (30} consecutive days from such closure. 10.13 The Airport is perma�ently clased as ax� a�r carrier airport by act of any Federal, state, or local governxnent agency having competent jurisdiciion; or Airline is unable to use Airport for a period of at least thirty (30) consecuti�e days due to any law or any order, rule or regulation of any governmental authority having jurisdiction overthe op�rations ofthe Airport; or -23- Execution Copy any court of compeient jurisdiction issues an injunction preventing the City or Airline from using Airport far airport purposes, %r reasons other than those circumstances within Airline's contcol, and s�ch injunction remains in force for a period of at least tl�irty (30) consecutive days. 10.1.� The United States Governinent or any authorized agency of the same (by executive order ar otherwise) assume.s the operatian, cantrol ar use af the Airpos�t in such a mamler as to substantially restrict Airline from conducting its operations, if suc� restriction be continued for a periad of ihirty (30) cansecutive days or more. l. Q.2 Airlipe's Remedy. So long as Aieline is not in default as set farth in Ariicle 9 of this Agreement, including, but not limited #o, payrnents due to the City her�under, Airline may cancel this Agreement �pon the occurrence of an E�ent of Default set fox�th in Section l 6.1. In such event, Airline shall serve thirty (30) day adva�nce writfen notice of cancellation to the City. All Landing Fees and othet� fees and charges due under this Agreement shali cease as of the date of such canceIlation. In additian to the cancellation of this Ag�eement, Airline may exercise any remedy provided by law or in equity. Article ll ENVIRONMENTAL For purposes of tihis Agreement, the following defnitians shall apply to environtneniai maiters: "Discharge" means an act or omission by which Hazardous Materials, Solid Waste, Pracess Water, or any substances or materials regulated under Enviranmenta� Laws, now or in the future, are leaked, spilled, pnured, deposited, or otherwise entered into wetlands, groundwater, water� ir1 th.e Staie of Texas, oc wa�ers of the United States, or by �hich those sub�tances are deposited. where, unless eontrolled or remo�ed, they may drain, seep, run, or otherwise enter said waters. "Environmental Xmpact Claim" rr�eans any cIairn, suii, judgment, penalty, �ne, loss, cost recavery action, administrative proceading, request for inform.ation {when suck� request is by a governmental ag�ncy), order or citation by any governmental agency, notice, cost, or expense (including but not limited to documented costs of investigation, study, clea�au}a, t•emaval, respanse, remediation, transportation, disposal, restoration, manitoring, and reasonable fees of consuliants, cantractors, and attarneys) �crhieh arises out c�f, is related to, alleges, ar is based an the presence, transporiation, h�andling, ireafrnent, storage, or Release, dispersal, disposal, emission, escape, Discharge, ar migration of any Hazardous Material(s), Process Water, ar Solid Waste, any nther chemical, matezial, irritant, regulated substance, or toxic substance, whether solid, liquid, or gaseovs in nature, or which has any adverse effect on wildlife. Environmental Impact C1aim shaIl exclude persona� injury, wrongful death, product liability, and environmental justice cIaims. "Envirnnmental Indemnitees" has the meaning set forth in Section 10.8. "Environanental L�w{s)" means all existing and future federal, state, and local laws and permits, including vvithout limitation the Airpart Rules and Regulations and all other statutes, ordinances, rules, orders and regulations relating to proiection of the environment, wildlife, public health or jpublic saf�ety. �24- Execution Copy "Greenhouse Gas" or "GHG" has fhe same definition as in t�a Mandatory cneenhouse Gas Reporting Rule (A 0 C.F.R. § 98.6 (2009)), as it may be amended froin tizne to time, "Hazardous Material(s)" means any substance regulated under or subject to Environmental Laws: (a)the presence af v�hich requiras investigation, abatement, response, rema�al, ar rem�diation under any Enviranmental Law; ar (b) that is or becomes def ned as a hazardous waste, hazardous substance, taxic substance, regUlat�d suhstance, paliutant, or coniaminar�t under any Environme�tal Law, including without limitation tlae Coinprehensive Environrnental Response, Compensatian and Liability Act, the Resour•ce Conservation ane{ Recovery Act, the Texas Water Cnde, or the Texas Health and Safety Cade; or (c) the presence oiwhich an the Airport poses or threater�s to pose a hazard to the health or safety of persons on or about the Airport; or (d) tl�at contains, sewage, gasoline, diesel fiael, petraleuan hydracarbons, natural gas liquids, ethylene glycol, propylene glycol, potassium acetafe, paiychlarinated biphenyls ("PCBs"), asbestos, lead pain�, or urea formaldehyde foam. insulation. "N�DES" n�eans the National Pallutant Discharge Eliinination System. "Prncess Water" means water, other than storm water or rainwater, that during manufacturing, treating, processing, or cleaning, comes into direct contact witl� or results firorn the productinn or use of any raw rnaterial, intermediate product, finished product, by product, or waste. "Release" means any depositing, spilling, leaking, pumping, pouri�g, emitting, emptying, dis�harging, inje�ting, escaping, leaching, dUnnping, or disposing into tl�e envirnnment, or a threat of release such thaf a releasa may dr eould enter the environment. "Solid Waste" has the same rneaning as in th.e Resource Conservation and Recovery Act and the Texas Heal#h and �afety Cade. "SWPPP" means Storm tiVater Pollution Prevention �'lan. "TPDES" means the Te�as Paflutant Discharge Elimination System. "Water in the State of Texas" has the same meaning as in Texas Water Code Section 26.001, as amended from time to ti�me. "Waters af the United States" has the same meaning as in 40 C.F.R. Section I22.2, as amended from time to time All oiher fernas �ased herein have ihe mcaning sct forth in Artiele I, "General De�nitions." 11.1 Airline Representation�, Warrauties, And Covenants. Airline represents, warrants, a�►d covenants tha following: 11.1.1 Airline has obtained and throughaut t1�e term of this Agreement shall obtain and maintain all applicable licenses, pei�nits, registrations and other authorizatians and ap- provals raquired under Environmental Laws and s�iall provide any notices requirecf under Envi- ranr►ae�tal Laws for eonducting its operations at the Airport during the term of this Agreernent. _25_ Execution Capy Airline shaIl require Airline Entities io obtain and maintain aIi applicable lieenses, permits, regis- trations and ather authorizatians requxxed by Enviranme�itaI Laws in order to conduct their opera- tions and aetir�iiies at the Airport. 11.I.2 Airline shall comply and shal� requir� Airline Entities to co�nply, with alI applicable Airport Rules and Regulations, so long as such Airport Rules and Regulations da not unreasonably affect Airline's rights under this Agreement. 5uch Airpart Rules and Regulaiions shaIl be r�asonable, nondiscriminatory and not in conflict with any En�ironmental Laws. 11.1.3 Airlizae sha11 not cause or contribute fio or allaw ar permit Airline Entities to cause or contribute to: (a) amy Release or Discharge ai any Hazardous Maierial, Solid Waste, or Process Wat�r at Airport, unle�s authorized by an Envirorux�.ental Law or AirporL Rules and Regulations; (b) any violation of any applicabla Environr►aental Law as a result, in vvhole or in part, of the use by or operations of Airline at Airport, ar thos� o� Airline Entiiies; {c) any Rel�ase nr Discharge which is a rraaterially contributing cause of the City exceeding the effluent limits of any individual s�orm water discharge permit issued to t�e City, Mult�-Sector General Permit, M.unicipal Separate Storm Sewer Systetn permit, or any applicable federal effluent limitation guideIine; or (c�) any contamination or pollution of the soil, surface waters, or ground- water at or underlying the Airport. 11.1.4 Airline shall handle, use, store, dispo�e of, or otherwise manage, and shall require Airline Entities to handle, use, store, dispose of, or otherwise manage any Hazardous Material, Process Water, or Solid Waste at the Airport in a lawful and prudent manner and so as to pre�rent the Release or Discharge of any Hazardous Material, Process Water, or Soiid Waste that does or nnay pollute or contaminate the en�rironment, or that does or may adversely affect the health, welfare, or safety of persons whether located within the Airpart. Withoui Iimiting ihe fore- goin:g, Airline shall not conduct or allow any Airline Entities to conduct any operations or activities invol�ring the use or application of etI�yiene glycol, �ropylene glycol, ox any oi�ter substance in de- icing or anti-icing at any location at the Airpart except in accordance with all appiicable Environ- mental Laws and Airport Rules and Regulations. 11.1.5 Airline shall be responsible for the proper rei�oval and disposal of all Hazardous Materials generated by AirIine, or resulting from Airline's use, aetivities, a.nd opera- tions, at the Airport, including those activities and operations canducted on Ai�line's behalf by Airline Entities. 11.1.6 Airline und�rstands and acknowledges that certain of the City's future capital projects may require review or approval by the FAA, the Environmenta! Protection Agency ("E�'A"}, ar the Texas Commission on Environmental Quality ("TCEQ"} or their successor agen- cies, pursuant to requiren:�ents imposed upon the Airport or the City, including but not limited to State Itnplementation Plans, General Conformity Determinations, other requirements related to the -2�- Executian Copy s�atus of the Dallas-Fort Worth region as non-attai�tx�ent for ozone, and any eeduct'zon in Green- hause Gas emissions. If requested by the City, AirIine shall reasnnably assist the City in preparing such submittals as are required of ihe City by FAA, E�'A, or TC�Q, or their successar ageneies, in connectian wiih City capital projects which beneiit Airline. l I.1.7 Airline shall reyuire Airline Entities to undergo such training as is re- q�ireci hy applicable Environmental Laws and Aitpart Rules and Regulations. Airline shall desig- nate which of its employeas should undergo such training. 11.1.$ If Airline causes or cantributes to a. Release, Discharge, ar spill of Haz- ardaus Materials, Solid Waste, ar Process Water at the Airport th.at is above any applicable report- able q�aantity set forth i�i arxy applicable Environmental Law, Airline shall r�port sueh Release or Discharge to the appropriate governmental authorities in co�rxzpIiance with applicable Environmen- ta! Law. Airline shall xequire Airline Eniities fia report any ReI�ase or DiscHarge �o the apprapriate governmental authorities, in compliance with applicable Environmental Law, if said third party causes ar cantributes to a Discharge or Release of Hazardaus Mat�rials, Saltd Waste, or Pracess Water above any raportable quantity sat for�h in any applicable Env�ronnaental Law. 1�.1.9 Airline acknowledges that the City and Aitline ar� subject to eertain Na- tional and T�xas Pollution Discharge Elimination System perrxiits {"N�'DES°' and "TPDES"), state and federal storm water regulatians, and federal eifluent limitation guideIines, including, �ithout limitation, EP'A Admi�istered Permit Progra�r�s, 4� C.F.R. § 122 (2009), as arnended fram tiine to f�m.e, for aperatians at the Airpart. Airline shaI� canduct operations and activities at the Airpor�, including but not limited to de-icing, anti-icing, and constt`uction, and shall require Airline Entities to conduct operatians and activities at the Airport in compliance wi�h applicable Enr�ironmental Laws and Airport Rules and Regulations. Airline ackn.orvledges that its reasonab�e cpaperation is necessary to ensure Airport's compliance with any applicable NPDES ar TPDES storm water per- mits and effluent limitation guidelines under Environmentai Laws. Airline shall rr�inimize the ex- posure to storm water of materials generated, stared, handled, or used by Airline or Airline Entities at the Airport including without limitation soiI and sediment exposed by construction activities, Solid Waste, and Hazardous Materials, by impl�rnenting and requiring implementation of certain `Best Management Practices" as defined by Environmental Laws. Airline furt�er acknowledges that any TPDES or NPDES s�orm water discharge p�rmit issued to the City or any effluent limita- tion guidelines applicable to the Airport or AirIine aze ineorporated by reference infio ihis Agr�e- ment to the extent affec#ing Airline's operations at ar use of the Airport or operations or activities conducted on its behalf at the Airport, or necessitating Airline's reasonable cooperation to assure the City's campliance therewith. The Ci� shall end�avor to negotiate reasonable and eost efFective terms and conditions of any permits issued to the City which may affect Airline's operations at nr use �f the Airport or operations or activ'riies conducted on its bahalf at the Airport, or which may necessitate Airline's reasonable cooperation to assure the City's compliance therewith. 11,1.10 Airlin� or Airline Entities shall not create any human-made structure, land use practice, or h�.unan-made feature, or rnaintain any condition, that cr�ates an unreasonable wildlife attraction, including, but not limited ta, architectural features, landscaping, waste disposal sites, agiricultural or aquacultural activities, without appropriate coverings or oiher mitigation measures. _27_ �xecution CoPy 1 I.2 �ntormation fo be Provided to fh� City. 1I.2.1 If Airline r�ceives any written no�ice, correspondence, citation, order, warning, complaint, inquiry, claixn or demand regarding the Airline's operations at the Airport that is nat legalIy privilaged, made con�idential hy applicable law, or protected as trade secrets: {a} cancerning any alleged contarnination, or Discharge, ar Releas� of Hazardous Material, Salid Waste, Procass Water by Airline or by Airline Entities; or (b) alIeging tk�at Airline or an Airline Entity is the subject o� an Envi- roninental Impact Claim or alleging that Airline or an Airlina Entity, or tnay be, in violation of any Enviromnental Law(s); or (c) assei-iing that AirIine or any such third party as identified in clauses (1) and (2) above is liable far the cost of investigation or remediatian of a Release or Disaharge; 11.2.2 Airline shall immediately, but not later than �ive (5} days after Airline's receipt, inforrn the City and Airpart Operator in wvriting of same, including a copy of such notice received by Airline. 11.2.3 Airline shall simul�aneously provide to the Gity and Airport �peratar copies af its submittals of any non-privileged reports ar notices required under En�vironmental Laws to any gavernmental agency regarding: the Airport, or (a) Airline's alleged iailure to comply w�ith any En�+ironmental �aws at (b) any Release or Discharge arising out of th� past or present opera- iions at or use qfihe Airpor� by AirIine or Airline Entities. 11.2.4 Airline sl�all make available, within ten (1Q) days of Airline's receipt af the City's writt�n request, the non-privileged documents that AirIine has submitted to any govern- �nental agency pertaining to the environrnental compliance status of AirIine's operations at or use of the Airpart, including without limita.tion any and all non-privileged records, pernnits, test results, sazziple resuIts, written or electronic documentaiion, studies, or oiher documentation r�garding en- vironmental conciitions or reIating to ihe presence, use, storage, disposal, or treatment of any Haz- ardous Material or Solid Waste at the Airport by Airline or Airline Entities. I I.3 Response and Compliance Actions. 1 I.3.1 W�thout limiting the indemnity obligations of Section 11.7, if during the term of this Agreement Airline or an Airline Entity is the sole cause of a Releasa, Disck►arge, or spiIl of a Hazaz�dous Material (including, but not limited to those which cc�ntaminat� ar pollute any surfac� water, groUnd waier, infrastructure, or conveyanc� systenn), as is rea�onably determined by the City pursuant io Environmental Laws, at any portion a�ihe Airport, in eonnection with their operations at the Airpart, Airline shall: ..2g_ Execution Capy {a} oralIy notify the City and tkte Airport Operatar of such Release, Dis- charge, oz• spill, (b) report such Ite.lease, Dischar�;e, or spill to appropriate governmental agencies in accorda�ce with applieable EnviranmentaI Laws, including bui not limited to 30 Tx. Admin. Code § 327.3, as it may be amended fram titxze to tirne; (c) irnmediately ahate and respond to the Release, Discharge, or spill of a Hazardous Material, as required by applicable Environmental Laws, including but not limited to 30 Tx. Adm.in. Code § 327.5, as it may be amended from tima to time; {d} take all further actions necessary or required under Environmental Laws to mi�igate any imminent threat to human healih ar the enviranrnent; and (e} undertake any further repairs, rernediatian, or correc�ive actions as are required by Environtnen�al Laws or a governmental agency wiih jurisdietion, to remediate any such Release, Discharge or spill of a Hazardous Material, and any resulting pollution ar contami- nation. 1 l.3.2 Without limiting the indemnity obligations of Section 11.7, if, as is rea- sonably determined by the City, Airline or an Airline Entaty is the sale cause of a Release, Dis- charge or spill of a HazardoUs Maferial at the Airport, or one of rz�ultSple caniri6utors to a ReIease, Diseharge or spilI of a Hazardous Materia� within the Auport, Airline sha11 be re�ponsible for ensuring that the notification, reporting, abatement, rem.ediatzon, and other actions required by 11.4.1 are accorr�pIished. .A.t the fime the City makes a determination pursuant to subsection 11.4.2, �he City shall provide Airline with all non-privileged records, permits, test results, sarnple results, written or electranic documentation, studies or other documentation used to support its determina- fiion. Nothing in thi� Agreem�nt shall prevent AirIine frozx�. seeking �o recover its costs fram po- tenti�.11y responsible parties. 11.3.3 If the City cannot determine with reasonable eFfort that Airline is a cause of or has contributed to a Release, Discharge, or spill at ar from the Airport, Airline shall not be responsible for any obligation t� report, investigate or remediate it. If the City cannot identify with reasonable effort any of the parties ��ntributing to or responsible for a Release or Discharge, or spill at or from th� Airport, the City shall be responsible foz' any obligatiQn to report, contaiti, investigate, or remediate such contaminatian, Release, or Discharge, or spill. 113.4 If, as is reasonably deiermined by the City, Airline: (a) does nat diligently take imrnediate and all otl�er actions required by applicable Environmentai Laws, including but not limited to 30 Tx. Admin, Code § 327, in re- sponse ta a R�lease, Discharge ar spill far which it is responsible under Section 11.4, vvithin the time(s) prescribed by such Enviranmental Law(s); or (b} does not per�orm or complete all necessary repairs, corrective ac- tions or remediatian for vvhich it �s responsible under Section 11.4 within the time(s) prescribed by applicable Environmental Laws, o�r within f,�e time reasonably necessary to enable the City to meet its obligations under Environmenial Laws (subject io the condition that the City must first _29_ Execution Copy provide reasonable ad�vance written notice to Airline of such abligations, �xcspt in emergency circumstances in which sucl� advance notic� is not possible), then the City, in addition to its rights and remedies described e�sewhere in this Agreexnent, �nay, at its election, upan reasonable written notice, enter the affectec� area, and take whatever action the City raasonably deezxis necessary to proiect the publie health and safety and the environment, or to enable the City to meet its obliga-- tions under En�irantnenial Laws, within th� tirne required under such En�i�on�-nental Laws, at AirIine's axpense, although nothing herein shall prejudice fihe right of Airline tQ contest �11e City's determ.inations inade under this Seetion 11.4.4. 11.4 Correction of Environnnental Non-compliance. I l.4.1 If'the operations or activities at or use of the Airport by A�rline or Airline Entities are in alleged nan-compliance with any applicable Envitonmental Law (as is reasonably deterinined by the City or as is determined by any governmental agency with enforcement authar- ity regarding such alleged non-compliance} oc Airport Rules and Regulations, or result in contam- ination or poIlution at ar under the Airport, and prnvided that the siivation or co.ndition in yuestian does not, as determined f�y the City in its reasonable discretion, require irnmediate action pursuant to applicable Environmental Lav4rs and �eciion I 1.4.4, the City agrees to notify Airlir�e in writing oifihe alleged noncompliance or contartiination or pollutioz� and shall require A.iriine to take action to address such non-compliance wiihin thirty (30) days of Airline's receipi of notice, unless com- pliance is required sooner by a governrzientaI agency or applicable Environinental Law. Within that thirty {30) day period, or such sharter periad as is req�ired by applicable Enviranmenfial Law or gavernrnental ag�ney, Airjine shall have #he oppo�Lunity to take what�ver action is neeessary or required by Environmental Laws, to correct such noncompliance, ensure that it is corrected, or pro�ide the City a binding commitment to do so within a reasonable iime. Airline s�all also have the right during that thirty (30} day period to challenge any City detenmination af non-compliance. Airline's obligations to the Gity under this Section may be deferred, upon mutual consent of the parties, until a final resolution of or ruling on such challenge has been issued. Should Airline pre- vail in such a challenge, Airline shall have na further ob�igation �ander this Section with respect to ihat pa�rticular alleged non-compIiance. 11.4.2 If Airline daes not take such corrective action, challenge the City's de- termination af non-ca�npliance, or provide a binding cornrnitment to address the non-compliance within the thirty (30) day period referenced in Section 11.5.1, ihe City or its authorized contraciors and consultants may, at the City's optian, enter any part of the Airpart and take such measures as the City rr�ay reasonably deem necessary to correct the alleged non-compliance and to investigate and retiaediate any reIated contamination, alI at Airline's expense. All reasonable and documented costs associated with any action by the City ar its coniractors or cansUltants in connection with this �ection, including but not limited ta reasonable attorneys' fees and expenses, and Airport staff time and expenses, shall be subject to the reimbursement and indemni�cation requirements of tlais Axticle. (a) Nothing in this Section is int�nci�d or shall be constru�ci so as to prevent the City or Airline fram exercising, in their reasonable discretion, any rights granted or avaiiable elsewhere in this Article, in this Agreement, ar by law. -3 Q- Execution Capy 11.5 Corrective Action Process. 11.5.1 Before coinmencing �.ny investigatio�, re�nediation, or correcti�e action at the Airp�rt under this Agreement, and except for any immediate abatemen� action required under Section � l.4, Airlina shall pravide the related proposed plans for such investigation, remeciiation or corrective action to the City for approval, which shall not be unreasor�ably withheld. The work shall be perfnrmed at Airline's expense, and the City shall have the right to review and inspect all such work at any time using consultants and repz�esentatzves of the City's choice, �t the City's ��pense. Speci�'ic cleanup levels for any enviromnental reinediati.on work shall cotnply wiih ap- plicable Enviranmental Laws, Airline shaIl, at Airline's own cost and expensa, have all tests per- fprmed, and reports and studies prepared, and shall provide sueh informatiorn to any gavernmental agency as r�aay be required by Environmental Laws, with a copy to the City. This obIigation in- cludes bur is not limited to any requirements for a site characterization, site assessment,. Affec�ted E'roperty Assessment Report, and rernedial action plan that may be necessary. In the event deed r�cordation by the City is necessary, AirIine shall reimb�rse the City for all deed recardatian fees at�d reasanable attorneys' fees incurred in connection with such recordation. 11.5.2 Any remedial or other activity undertaken by �iirline under this Article shall not be canstrued to impair Airline's righfis, iiany, to seek canhibutidn or inde.mniiy from any person. 11.5.3 Airline may not seelc a Municipal Setting Designation for any ground- water underlying the Airport without obtaining the City°s written approval in advance. 1 I.6 Environrnental Indemnifieation and Reimbursement. 11.6.1 Notwithstanding any other provision to tl�e contrary, and with.out limit- ing any other indemn.ity in this Agreement, Airline agrees to indemnify, defend, and hoId harmless tl�e City, its past, present or future directors, officers, members, agents and employees, the City's counciI, council meix►bers, agents, and e�nplayees and the Airport Operator ("Environmental In- demnitees"), from anc� against any and alI claims, demands, penalties, fines, suits, actiozas, admin- isirative proceedings (inclu�.ing formal and informal enforcement), government orders, judgments, loss, darnages, liabiIiti�s, costs, and expenses (including but noi limited io reasonable and docu- rnented attorneys' and consultants' fees and expenses, litigation casts, exper� witness fees, and ex- penses of investigation, r�mo�a1, remediation, or other required plan, report, or response actiar�) when incurred and whether �ncurred in defense af actual litigation ar in reasonab�e anficipation of litigation to the ext�nt resulting from: (a} tk�e breach by Airline of any representation or warranty made in this Ariic�e; or (b} the failure of Airline to meet its obligaiions Under this Ar�icle in a fu�l and timeIy manner, whether causeci by Airline or any third pa�•ty under Airline's directian or control; or {c) documented Inss by any En�ironmental Indemnitee(s) from any En- �irantnental Innpact Claim, to the extent caused by the operations, activities, action or inaction of Airline or Airline Entities, at the Airport during the term of this Agreerrzent. -31- Execution Copy 11.6.2 In the event the City undertakes any action, incIuding but not Iimited to response or cot'rect�ve action, repairs, or remediation, in the exercise of its z'ights with respect to Airline under tihis Article, Airline shall reimburse the City, upon reasonable written notice by the City, for all reasonable and documented costs that the City incurs in association wiih such action, including but not limited to consultants' fees, eantractors` fees, reasonable attorneys' fees and ex- penses, and expenses af investigation, repair, response or correciive action and re�nediation. 11.6.3 Not�ithstanding any other provision to the cpntrary, anci to the extent permitted b.y lat�v, tYte City agrees to indemnify and hold harmless Airline and its directors, afficers, agents and employees from and against at�y and al� claims, demands, penaltias, fines, suits, aetians, administraiive pz�oceedings (including infor��nal proceedings), government orders, judgments, loss, damages,liabilities, costs, a�nd expense� {including but nat lirnited to reasonable and docutr�ented attorneys' and consultants' fees and expenses, litigation costs, expert witness fees, and expenses c�f inv�stigation, removal, remediation, or ather required plan or response action) to the extent result- ing from (i) failure af the City to meet its abligations unde� this Article, or (ii) the docurnented loss by Airline, its directors, off cers, agents or employees to a third party or gavernmental entity from any Environmental Impact Claim, to the extent resulting from the opecatians, activities, ac- tions ar inaction afthe City or any other party under the City's direction and control. 11.6.4 Regardiess of the date nf termination of this Agreezz�:ent, the inderr�nify- ing party's representat'rons, obligations and liabiIities under this Article shall continue as long as the indemnified party krears any iiabijity ar responsibility under tfsis Article or the Enviranmental Laws. 11.7 Liitnitations. Airline's obligations under this Article shall not apply to: 11.7.1 Contamination that e�isted at the Airporf: prior to AirIine's initial occu- pancy or operaiions at such area(s) of coniazx�in.atio� at the Airport, providad that naither Airline nor any other party un.cier Airline`s directian or contro�, or conducting operations or activities on its behalf, subsequantiy contributed to such contaminatian; or 1 i.7.2 Releases thafi migrate onfo, inta, or from tha Aitport and that were not caused by Airline ar third parries under Airline's direction or control or conduciing operations or activities on its behalf; or 11.7.3 Releasas ar Discharges on, at, or fram the Airport nat caused by Airline or Airline Entities; or 11.7.4 Releases, Dischar�es, or contazr�ination to the extent caused by grass negligence or wilIful misca�.duct by the City, its agents or employees or any other party under the City's direction or contral. II.S Waiver. Any waiver ot� any provision of this Article, or any delay by t�e City in the enf�rcement of any right hereunder, shal] neither be construed as a continuing waiver, nor create an expectatian _�2_ Execution Copy of non-�nfarcerrient o� that or any ather provision or right. In ord�r to be effecti�e, any waivez• of any right, ben.e�t, oc power hereur�der znust be in writing and signed by an autharized representative of the City, it being intanded thati no wai�er shall be implied by the City's conduct ar failure to act. Any specific written waiver shall be applicable only to the particular facts and circumstances thereby addressed and shall not be of any effect wiih respect to fut�re events, eve� if any of said futuze e�ents i��olve subs�antially similar ci�cumstances. Any remedies pravided �or in this Article shall be cuinulative and in addition to, and not in lieu of, any otherremedies available to City at law, in equity, or atherwise. 11.9 Survival of Environmental Provisions. Unless specif cally stated elsewherc herein, the provisions of this Article, including the representations, warranties, co�enants and indemnities ofAirline, are intended to and shall survive termination of this Agree�a�ent. 11.1Q Resource Conservation and Recycling. The City reserves the rignt to institute suc� policies, prograna.s and nr�easures as may be necessary or des�rable, in �he City's reasonable discretion, fvr the conservation or preservation of energy, energy related services, water, and other naturaI resources oc as rnay be required to comply with any a.pplicable codes, rUl�s and regulations, whether mandatory or voluntary. Airline shall compiy with all f�;deraI, state, and Eocal laws, �•ules, cegulations, and ordinances and rules and regulations pertairung to recycling and energy conservation and management. Airline and the City shalj use good faith efForts to abide by an.d fially cooperate with each ather in aiI aspects of such policies and pragrams, and nothing in this Section will adversely affect Airline's or the City's rights under this Agreement. Article 12 ASSIGNMENT Airline shall not, directly or indirectly, assign, selI, h.ypothecate ar a#�ervvise transfer tl�is Agreement, without the prior written consent of the City, such consent noi: to be unreasonably rvithheld. The foregoing shall not prevent the assignment of this Agreement or any porti�n thereoi to any corparation with which Airline may marge or consolidate; provided however, such successor eorpa�ation within a reasonable period of tirzxe sh.all provide written acl�nowledgement by a duly authorized carporat� nfficer to the City that it has assumed alI obligations of Airline ar�d will fully honor all terms and conditior►s set forth in this Agreerx�ent. Article 13 MISCELLANEOUS PROVISIQNS 13.1 Nature of Agreement. This Agreem�nt shall not be construed to be a Iease of any �irport prnperty nor create a Iandlord-tenant reiationship between the City and Airline. 13.2 Gaveroing Law and Venue. This Agreement has been enterred znto and shaIl be governed by, construed and interpreted in accardance with #he laws of the State nf Texas. Venue of any action brncrght under this -33- Execution Copy Agree�nent shall be vested in the state courts of Texas in the County of Tarrant or if federal jtarisdiciion is app�opriate, in the United States Dishict Courl in the Norlhern District oiTexas. 13.3 Entire Understandiu�g. This Agreement confiains the entire and only understanding and agreement of the City and AirIine, wh�ieh. by accepting ihis Agreennent, acknowledge il�al there is no other written or oral t�nderstanding or agreement between them with respect to the subject ir�atter of this Agreement and that this Agreement supexsedes all prior negotiat�ons, discussions, obligaiions and rights af th� City and Airline. No waiver, madification,. amendment or alteration af this Agreement shall be valid unless it is expressed in writing and signed by authorized representatives of Airli�le and tha City. Airline and the City acknowledge that no other party, nar any agent ar attorney of any other party, k�as xnade any promise, representaiion, waiver or warranty whatsoever, expressed or impIi.�d, which is not e�pressly contained in writing in this Agxeeinent and further acknowledge that this Agreert�ent was not executed in reliance upon an� coLlateral promise, representaiion, waiver ar warranty, or in reliance upor� any 6�1iei as to any fact r�ot expressIy recited in this �#green�ent. 13.4 Amendments. E�cept as otherwise expressly provided herein, the provisions of this Agreement may be amended pnly by a written agreement si.gned by the City ancl Airline. 13.5 Cumulative Rights. Each right ofthe City and Airline is cumulative ar�d is in addztion ta every other legaI right that the party may ha�e in the event of any default by the ather. 13.6 Construction to 5ave Agre�ment. If any term, navenant, condition, nr provision of this Agreement is held by a court of competent jurisdietion to be invalid, vaid, or unenforceable, the rennainder of the provi�ions hereof shall remain in full forc� and �f�eet and in nn way affected, impaired, or invalidated thereby. Ifi is the intention af the parties hereto tha� i� any pro�ision of this Agreement is capable of two constructions, one of which would render tl�e provision void and the other of which �ould render the pravision valid, then �he pravisian shall have the meaning which zenders it valid. 13.7 No Waiver. No waiver of default of any af the terms, covenants and conditions of this Agreement to be performed, k�pt and observed by the ather party shall be construed or operate as a waiver of any subsequent default af any of tlae terms, covenants or conditians of this Ag�reernent to be performed, kept and observed by the other party. No failure on the part of either party to require or exact full and complete compliance by the other party with any of the co�enants, conditions, or agreements of this Agreernent be construed in any �nanner as a cl�ange in or to the terrns of this Agr�em�nt or prevent the el�farcement in full of any provisions. -3 4- Execution Copy 13.8 Relationship of Parties. Nothing in this Agreerr�ent shali be deemed or cnnstru�d by the City or Airline, or by any third pariy, as creating the relationship o�principal ar�d agent, par�ners, jaint venturers, or any ather similar such relationship between the City and Airline. 139 No Third-Party Beneixciaries. There are na third-party benefciaries to this �►greemeni other than as speci�cally and expressly provided in this Agreement, I3.I0 Successors and Assigns. AIl of the terms, provisions, covenants, stipulations, conditions and considerations in this Agreernent shall axtend to and bind the legal r�pres�ntatives, successors, and assigns of each party fo this Agreement. 13.11 Labor Disputes. AirIine agrees to use commercially reasonable efforts to a�void disruption to the City, its tenants or members o�'the pubIic arising from labar disputes involving Airline, and �n the evenfi oi a strike, picketing, demonstration or other labor dif�culty involving Airline, ta use its good offices, including the utilization of available Iega1 remedies, to rninimize or eliminate any disruption to the City, its tenants or memi�ers of the public, arising from such strik�, picketing, demonstration or nther labor dif�culty. 13.12 Force Majeure. It' either party is delayed or hindered in or prevented from the perfo.rrnance of any aet required under this Agreernent by reason of strikes, Iockouts, labar disput�s, inability to procure labor ar materials, failure oi power, riots, insurrection, terrorism, war, fire ar other casualty, or other reason of a sirnilar nature beyond the reasonable con�rol of the party delayed in performing �vork or doing acts reguired under f11is Agreement, periarmance of such act shall be excused for the period of the actual delay attributable to such causes, and the period i'or the performance of any such act sl�all b.e extended far a period equivalent to the period of such delay {any such delay is herein referred to as an "LTnavoidable Delay"). This Section shall not be applicable to Airline's obligatior�s to procure insurance or to pay Landing Fees and other fees and eharges due under this Agreement. If any provision of`this Agreement negates or limits the period of any farce majeure or Unavoidable Delay extension, such provision shall override this Section 13.12. Airline shail gi�e the City notice of any iJnauoidable Delay within a reasonable time (not to exceed one (1) �ear) follovving the occurrence of th� delaying ever�t. 13.13 No Personal Liability. No director, off cer, agent, employae, or elected nfficial af either party shall be charged personalIy or contractuall}� liable by or to the oth.er party under any ierm or provision of this Agreement, or because nf any breach of this Elgreerr�ent, or becaus� of th�ir execution or attempted executio� of this Agreen:-►ent. -35- Execution Copy 13.14 Acceptance of Payments. The subsequent acceptance of paymenis hereunder by the City f'rom Airline s1�a11 nnt be deemed to be a r�vaiver o� any prec�ding breach by Airline of any term, c�venant, ar candition of this Agreement, other than the failure of Airline to pay the particular fees or rent so aecepted, regardless of the City's knowledge o� such preceding breach at the time of acceptance af such landing fees and/or rent. 13.15 Attorneys' Fees. 13.15.1 If the City shall, without any fault, ba made a party to any Iitigation cornmenced by or against Airline arising out of Airline's use or enjoyment of Airport or the Prem.ises a�d as a result of which Airline is finally adjudicated ta be 1iable, then Airline shall pay all costs and reasonable aitorneys' fees incurred by or imposed upon the City in connectiorl with such litigation. 13.15.2 In any acfiion by the City or Airline againsf the ather for recove�y of any sum due under this Agreement, or to enforc� an� of the terms, covenants or conditions contained herein, the prevailing parly shall he entitled to reasonable attorneys' fees in addition to eosts and necessary disbursements incurred in such action. Each p�r�y shall give prompt notice ta the other of any claim or suit instituted against it that may affect the other party, 13.16 Taxes. 13.15.1 This Agreerr�ent may result in or create a taxable possessory interes.t and be subject to the payment of property taxes. Notvvithstanding the €oregaing, as of the date of execution af this Agreement, na such ta�es, as provided in this Section 13.16, are applicable. 13.16.2 If applicable, AirIine shall be Iiabl� for, and shall pay throughout fihe Term, aIl prape�ty taxes payable for, or an aceount oi: (a) the aetivities canducted by Airline on the Airpart; a�d (b) all taxes, if any, on the personal praper�y of Airline on or at the Airport. 13.16..3 If applicable, Airline shali reimburse tne City far all such taxes paid or payable by the City, identi�ed in section 13.16.l and 13.16.2 abave. AIl tax arnounts for which tY�e City is oc r�vill be entitled to reinnbursement, as pro�ided for in this Section 13.16, from Airline shall be payable by Airline to ihe Ci�y at least fifteen (15) days prior to t11e due dates of the respective tax atxzounts involved; provided that A.iriine shall be entitIed to a rninimurn of ten {10) days' written notice ofthe amaunts payable by Airline. 13.16.4 Airline may contest, in its owr� name or the name of the City, the �validity or amount of any tax it shall be required to pay, undar this Section 13.16, to a taxing entity; provided, however, that Airline shall defend, indernnify and hold the City harmless from all liability and ex�ense arising fro�n such contest, which obligations shall sui�vive expiratinn or earlier termination of this Agreement and shall pravide security satisfactory ta the City foz its performance of such inde�nni�cation obligation. -36- Executinn Copy 13.17 Memorandum of Lease. In the event that tl�e City so requests, Airline shall execute, attest, acknowledge, and deliver for recording a short form Memorandum of Lease of this Agreerr�.ent. 13.18 Approval or Consent. Whenever consent ar appraval is required k�erein by either party to the ather, such cor�sent or approval shall not be unreasonably withheld, condit�oned, ar delayed. 13.19 Tirne of th� Essence. Time is of tiie essenc� of this Agreement and of each and all af its terms, candifiar�s, covenants and provisians. 13.20 Natices. All notices and payments under this Agreement may ba delivered ar mailed. Ii delivered by messenger or courier (including overnight air cQur�er), they shall be deemed deIivered when cecei�ed at the Street Addresses listed in Section 1.1. If mailed or sent via overnight coutier, they shall be sent to the Overnight Delivery and Street Address pravided in AirticIe 1 ar to such other respective addresses as either party may frorn time ta time designate to the ather party in �riting. All notices and payments mailed by regular mail (including first class) shall be deerned to have beez� giv�n on the fifih husiness day following the daie of mailing, if properjy mailed and addressed. Notices and payments sent by certified or registered mail shall be deezx�ed to have been given on the third business day following the c�ate of �nailing, if properly mailed and address�d. For all types of rnail, the postmark affixed by the United �tates 1'ostal Servic.e shall be con.cIusive e�ide�ce ofthe date af mailing. Notices deIivered via courier ar overnight couri�r shall be deemed to have been given upon anivaI. Notices under t.�is Agreement are sufficient if �ade �ia ernail provided such email notice has been sent to an em.ployee o� the recipieni Party ha�ing knowledge of the matter contained in the notic� and is conspicuous�y identified as a notice under thzs Agreement, and shall be deemed to have been given on the day the email is sent. I3.2I Counterparts. This Agreement may he executed simultaneously in counterparts, each oi which shall be deerned to be an originaI copy oithis Agreement and, when taken together, shall be deerned to be one and the s.ame Agreement. I3.22 Capacity to Execute. Airline shall submit a copy of any corpnrate resaIution, if requested by City, which authorizes any director or officer ta act on behalf of Airlir�e or which authorizes Airline to enter into this Agreement. _3�_ Execution Copy I 3.23 Incor�oration of Exhibits. All ex.hibits and attachrnenis referred ta in this Agreeinent are intended to be and are hereby speci�caIly made a part oithis Agreemeni. 13.24 Titles. Paragraph fiitles are ir�serted only as a rnatter of convenienc� and far� referenne, and in nn way define, lirnit oi• describe the scope or extent oFany pravision of this Agreennent. 13.25 Other Agreements. Other than as set forth herein, notI�ing contained in this A.greement shalI be deerned or construed to nullify, restriat or modify in any manner the provisions af any ather lease or contract between City �nd Airline a�athorizing the use of Yhe Airport, its £acilities and appurtenan.ces. l 3.26 Agreement Not to Grant More Favarable Terms. During th� Term, the City agrees not to enter into arzy Iease, contract or other agreement with azay ather air carrier conducting operaiions at the Airpart that contains rates, charges ar terms mare favorable to such air carrier than ihe rates, charges ar ternns Airline has agreed to under this Agree�nent, unless the Authority aiso rnakes those mar� fa�orable rates, charges or terrns available to Airline. The provisions of this Section 13.26 shall in no way liznit, impair or interfere witl� the City's a�aility to charge or establish such rates and charges as the City may deem applicable when entering inio any lease, contract or ofiher agreement with any party that is not an air carrier. 13.27 Agent far Service. It is expressl� understood and agreed that if Airline is not a resident of the State of Texas, ar is an association or patrtnnership without a memb�r or partner resident of said state, or is a foreign carporation nn� licensed to do business in Texas, then in any such euent, AirIine shall appaint an agent for the purpose of service of process in any caurt aciion between it an� City arising aut of or 6ased upon this Agreement. Airline shall immediately notify City, in writing, of the name and address of said agent. �uch ser�ice shall be rnade as provided by the Iawvs of the State of Texas fbr service upan a non-resident engaging in business in the State. It is further expressly agreed, covenanted and stipulated that, if for an� reason, sUch service pf pracess is nat passible, as a�n. alternative inethod of service of pracess; Airline may be persanaIly served out of the State of Texas by the registered mailing of such service at the address set forth in Section 1.I . �Remainder of Page Inteniianally Left Blank� _3 g_ Execution Copy CITY nF FORT WORTH: By: _ j �� �.� - Name: Fernanda Costa Tiile: Assistant Ci . �ana� STATE OF TEXAS § § COUNTY OF Tarrax�t§ BEFORE ME, the undersigned autharity, a Natary Publie in an.d for the State of Texas, on this day personally appearecl Fernando Costa, I�n.ovsm tn me to be the person whose name is subscribed to the foregoing instrurnent, and acknowledged to me that the sama was ihe act of tk�e City a� Fort Worth and that he executied the same as the act af ihe City of Fort Worth for the purposes and consideration �herein expxessed and in the capacity therein. stated. GIVEN t_]NDER MY HAND AND SEAL OF OFFICE this � day of�; 2021 '�ou� . -.-x$s - _ r�r" . >-31-Z424 F�_. , iZ�,�� � \ ��s�� APPROVED A�TO FORM AND LEGALITY: � ,-- - � By: . � _ - - Natne: �omas Royce H sen Title: Assistan� Cit Mana er ATTEST: By: � � �� Name: l�� Title: City Secrel:ar� / Notary Public in an.d for the Stat� o� Texas .!5 �'F`� �4� • �`•� �° � , i>q :� . .�j�� �: ;� �,� �. � ��. ".���!r���'�,� .� S 1 _Ki.�.. P ' __ :.., i C�NTRACT CaMPLiANCE MANAGER: By signing I acknowledge that T am the person xespansible far ihe monitoring arxd adminis�ration of ihis contract, inclu� uring all performance and reporting requirenlents. � B_ _ � r � .�,� � � - - �- I I , �. . . - i�l R�F � �ia.me: aara Goodw __ -- Tztle: Rea Propert.�ana� � �EC�� - l � �•no rb11��Tr-- '� 39 � Execulir��r Cnny SILVER AIRWAYS L By: Name: �tP��n A Rossum ,� Titic: Chief Executive O�cer STATE OF �lorida � � COUNTY OF � BEFORE ME, thc undersigned authority, a Notary Public in and far thc State of Florid� , on t.his day }�ersonally appcarEd �tavars A Rnc��iri� , known to me to be the pers�n whose namc is subscribed to thc farcgoing instrumcnt, and acknowlEdgcd to mc that the same was thc act of S�1ver Airways LLC and that she/he executcd the same as the act of Si�ver Airways LLC f'or the purposes and considcration therein cx�resscd and in th� capacity thcrein stated. GIVEN UNDER MY I-IAND AND S�AL OF OFF�CE this 21 day of Se t�mber , 2021, �� iV4ldry Pu01�G $t�te at Fiaritl8 Al$�iePdBr Al4afaz �j� � � iea 69l22r�fl 2 22164p �. 1 � --...�--..r"�"',�-' ,_ , _-_� �-�°"'��._ "- - 4 .._ -.____---�r �.r—' i c.^-� "' '__ . _� _ __ . R��=��t� -4�- - �i��'�',A�v �'_ l�'r� i i - ' � Y'�; 4 __� Exhil�it A . r�ii,u' � � � � -.. - M� a �� � -. '-'�s �, '� � l'`t � 1 �-� � s�1. { ��'� �i X� '�'s - � �I w I � , 7.. ,.. ' ''; � � � �,,� � ' � ' �,�'� �' r� ��' �i J ��; � { ! r��� '' �r � �f� I � ^ '-�,. _ � �� I ' � �� +F � . i � .. I . � �i , J . ' ^ � . . 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F _ '`, �T`,',' ,.- �� C . ��� ' � �M ��.,,,� ,,-,- '{� k ��, �'' ,,x�,��' i Y� x *' .. . , %_ _��,`,,; � . f �-��� � ,� =MF�� y �� # �F {+k��'f�' � —� � � -� - _ _I f ,.f ,.�k � �' � I � �� � } „ c ���� ;�� ' ,,.�.� r � I �� 4 II � 1� ��� " ll� ����:. �, � F� - I 1. L i �' . T � � II � � Exhibit B .- -�_ _. _�r�___�==-�_.-.�:_•..�_-� ..�...�,�_:�:�.,...�.....�, .��.,.�� �.�__ .-�.� ��_. m�:-�..�- ----- -��._ __�,�.M , ,_._ _�_, � � �� � �� � �.������ ALIJANC� • A3EACHAM + SPUrt�S Cit� of Fart Worth A�iation D�epartment .��'k'ia _:�.��.pJnufFaxiAem:R.z�vrr.—. a.,._,.a':.�_...-�t^...�yr..i 201 American Concou�se, Ste 330 Fort Worth TX,76906 A►v��t�or� IU���i��n� �t�r�da�°dl� �g���.�_�,.� ���,,__�,�:.�.����,���..__���,�� �ity �� �o� V"Vorth �via�i�n D�part��nt FORT �ORTH AVIl�'I'IOIV TABLE O� CONi�iVTS '[. D��I�IIiI�IVS AAiCJ ACROi�YfI�S :..................................................................................'I 2. INTRODUCT1Df� .............................................................................................................4 A. Purpose .................................................................................................................4 B. Regulat'ions ........................ .. ...., .,.. 4 ................ .............. ..., ...................................... C. �ffective Date .......................................................................................................4 D. Self Service..........._. .............................................................................................. 5 �'. Applicabilify .......................................................................................................... � F. Variance ................................................................................................................ 5 3. GEN�RA� R�C�l11R���IVYS ..............................................................................,..........� A. Introducfion .......................................................................................................... 7 �. �eased Prernises ................e............................................................,.,.......,..........'� C. Facilrfyfl/lain#enance ...........................................................,.............,..................7' D. Producfs, Services, and �'acili#fes ......................................................................8 E. �icenses, Per�aits, Certifications, and Ratings ........................._..........,..,......... 8 � Lmployees ............................................................................................................ 8 G. �quipment and Vehic[es ......................................................................................8 HHours of Acfivify .................................................................................................. 9 1. Security .................................................................................................................9 J. lnsurance ...............................P.....................................---...................................... 9 K lndemnification and �old f�armless ................................................................. 99 L. �n�'arcemenf .......................................................................................................79 f�. �eased Premises 1V�ultiple Activities ................................................................1� 4. �IX�� �AS� OP�RAiOR (F�O) ................................................................................'13 A. Introduction .......................................................................................e....,...........13 �. 5cape of Activify ................... ............................................................................. �3 C. �eased Premises ................................................................................................ 7� D. �uel Storage and Equipmenf...........e ................................................................. 94 �. Fuelrng Reports ..................................................................................................75 � Ground Support and Service Equipment� ......................................................... 95 G. bours ofAc#ivity ................................................................................................96 H. �mplayees .......................................................................................................... 96 1. Aircraft Removal ................................................................................................ 96 5, AIRCRA�i II�A1Ni�NE4iVC� OP�RAT'OR (SASO} ......................................................17 A. Introduc�ron ........................................................................................................ 9 � B, Leased Premises ................................................................................................17 C. �mployees ...............................................<,......_..................................................1 � 6. AV[ONICS OR iNSTRUIVIENT MAIfVTENANCE OP�RAi�R �S�SO) ........................1� �. Introduction ........................................................................................................ 98 B. �eased Premises ................................................................................................ 9� C. Licenses and Certifications ............................................................................... ? S D. Employees ......................................................................................_................... 78 �. �quipment .......................... ..... ., 98 ,�,s::���L-�-.�..,� m.,-Y�,�.,�-�.�ti� -,..-,�,, « . ..3� n��-�-��.� :.�,.r-:---��.�r . �.�._ T.T A�iation Minimum Standards .-,•�-T��.. �-._� _.�.. �,�� __ __w I City af Fart Warth A�iation De�arfinent {2017) �ORT �ORTH AYIATiON �'ABL� OF CONTENYS �.-::��,�:::,�._ ��_-..��.��—_—.�,�,_.-����.��_�� :_�:.�-- —�.:.�..�--�--r: �a�ti—�,,.��,� _A���,.. ��,:--_. ��s� ...,.� �—�,._, �.�_ �. AIRGRA�T R�NiAL �R F LIGHT iRA1NlNG OPFRATO�t {SASO) ...........................19 A. Introductian ........................................................................................................ 99 B. �eased �remises ................................................................................................ 79 C. Employees .......................................................................................................... �9 D. �quipmenf ........................................................................................................... �0 E. �lours of Activity ................................................................................................20 F Insurance Disclosure Requireme�nt .................................................................. aQ 8. �►1RCRA�T CHARTER OR AIRCRA►FT MA[�AGEMEN� OP�RATOR �5p,50) ..,...,...21 A. Introducfion ..................................................�..................................................... �7 �. Leased Premises ............................................................._.................................. 21 C. Licenses and Certificafions ............................................................................... �9 D. €mployees .......................................................................................................... 27 �. �quipment ...........................................................................................................21 F. f�ours ofActivify,e ..............................................................................................2� 9. AlRCR/��i SAL�S OP�RAiOR {5AS0) ....................................................................22 A. Introduction .................................................................�...v.................................. �� �. Leased Premrses .......................................................................................,........ 22 C. Dealership............_. .............................................................................................2,2 �, ticense�s and Certifications ............................................................................... �� E. �lours of Activify ................................................................................................ 22 10. AIRCRA�� SiORAG� OP�RAi�R (SASO) .............................................................23 A. Introduction .................................................................................................._..... 23 B. Leased Premises ................................................................................................23 C. Hours of Ac#ivrfy ................................................................................................ 23 � 1. AVIATI�N S�RVtC� SOLFc PROPRIETOR ...............................:.........,.......................24 A. lnfraduction ........................................................................................................ �4 B. Leased Premises ..................................................................................,............. 24 C. �mployees .......................................................................................................... �4 D. Equipment ...........................................................................................................24 �. Haurs of.4cfivity ................................................................................................ �5 FInsurance Dlselosure .........................................................................................2�' 12. O�H�R COiViI1��RClA� �►�ROi�AUiICAL ACiIVITI�S (S�►SA) ................................26 A. Introductian ........................................................................................................ 2B �. Leas�d Premises ................................................................................................ �B C. �mployees ..:....................................................e....,.........................,.,................, 26 B, gquipment ........................................................................................................... �& �. I�ours vf Activify ................................................................................................ 26 13, S�l.e� �U�L,INC ............................................................................................................�7 A. Introduction ........................................................................................................ 2� �. �ermif/Approval .................................................................................................�7 C. �ueling �'epo�-ts ..................................................................................................2� ._.—z�� ,�.s_ �-- �� — �,�� �_�,�-_ �x�., ��. -��...,.H: -�.�:�-����.�.��� �- �,...._.�.,�. Aviation Minimum Standards �� -��� N��� -��T� -�`-� ii Cityof Fnrt Worth Aviation bepartment (20�7} FURT WORTH �v��on ����.� o� Co�����rs r...�. .�:,__�.��::_-�.�.�,� __.:�.:_.� .��_�_ _�_..�.�.�---��-�:..-�.--u.�.�, �_�.�v��<.�. ,�3_._..� :�.._v_. D. Fuel Storage and E'quipment ............................................................................ 2x E. Compliance wi#h Environmental taws ............................................................. �9 r�. Remediation and lnsurance Requiremenis ...................................................... 29 G. Personnel .........................................,......................................,........................... �9 M. Permif Revoca�iota ..............................................................................................29 .�� _�-,�:u� �—�---�. ��- ��,�« ,,.,.„� ., �:_:: �,�-_�r,..���� �:����,����.��„�,,��� >,s,.� �-�, Aviation Minimum 5tandards iii Ci#y of �art Worfh A�iation Depa�ment (2017) FORT �ORTH AVIA�'I'ION ���INITIOfVS �EFINIT'IOPIS AND ACR�NYflIIS: For purposes of the Avia�ion Minimum Standards, the fallowing wards, phrase� and acronyms shall have the meanings respectively ascribed to them in this s�ction: AC - Advisory Circular Aeronaufical Ac�ivity -- Any activity or service that involves, makes possible, facilitafes, is related to, ass9sts in, or is required for fhe operation of Aircraft; any activity that contributes t�, or is required for the safety of such operations; any activity that has a direct relationship to th� aperation af Aircraft or the operatian of the airport. A�W - Fort Wnrih Alliance Airport Agreement - A written contract enforceable by law, executed �y both between the City and an Entity t�ansferring rights or interest in lar�c �mpravements andlor otherwise auihorizing fhe conduct of certain activities. Aircraft - Any weight-carrying structure for navigation in the air and tha suppo�t by the dynamic react�on of the air to any abstruction cannected structure. Gliders or uftralights, either powered or unpowered, helicopters. parties, andlor t obtains with the . hot air baCloons, and airships will be cansidered Aircraft. Aircraft Charter Dperator -- A Commerciaf Operator engaged in on-demand common carriage for persons or prop�rty, as defined in 1�4 CFR Par� '13�, or op�rates in private carriage, as defined in 14 CFR Part 125, on the Airport. Aircra�t f�aintenance Operaior - An Operatar engaged in pro�iding Aircraft maintenance, parts, accessaries, and related companents, as defined in '{4 CFR Part 43, #or Aircraft other than those awned, leas�d, andlor operated by the Operator on the airport. Aircraft f'�anagement O�erafior - An �perator engaged in the business ofi providing Aircraft management including, but not limited to, flight dispatch, pilot services, flight attendant services, ar Aircraft mainfienance coordination to the public on the airpark. Aircraft Rental Operator - An Operator engaged in the rental of Aircraft to the public at the airpart. Aircraft Sales Operator - A� Operator engaged in the sale of Aircraft on the airport. This exclud�s indi�iduals selling personally own�d Aircraft, unless the indi�idua[ purchases Aircraft for the primary purpose of resale. Aircraft Sforage Operator - Ar� Operator that owns �r leases ar� Aircraft storage faci�ity andlor associated office or sho� space on the airport and sells ar subleases such space to enfifies engaging in commercial or non-commercial aeranautical acti�ities, �oirporf Roadway - Those temporarily or permanently ground leased �y o�hers. portions of the airports d�signated and made a�ailable by the Directar for �eY�icular traffic and not lacate� on A�ionics or Insfirumenfi Mainfenance Op�rafior - A Commercial Operator engaged in the business of maintenance or alteration of on� or more of fhe ifems described in 14 C�'R Part 43, Appendix A�i.�., Aircraft radios, electrical systems, or instruments) fo� Aircraft o#her than those aw�ed, leased, andlor operated by the Operafior on the airport. �a_. .�..&.����. r��-.�.�_�.-,��_��.-s,�,:--,-�:�.�_ .-�z-.,�:.= � �,,.:�.>��--.�,,.m:�:.r�.�::..�,;;:.:,�,::MT.M.�.k�:u��.�,,.-__ =�:�,�:�,� -�� .. � A�iation Minimum Standards � City of Fort Worth Aviation Department (2097J Fo�.T �aRTH �,�a�nN D�FINI`1'IOPlS -�.-w.:� ,x�� _ �:.�_.���-_,� ,_.. _ _ �:: ��R�__ _.�� -�---����� =:.�.�—. _� . ..__ _ .._,_.._ ...�:_� -.1 .s... � _ Commercial �perator — An Entity that affers any product or service for which compensation is recei�ed. Cooperative Organization {Go�op) — Multiple entiti�s c�ming together far the purpose of joint ownership in facilities, �quipment, andlor fuel in order to conduct Aeronautical Activities at the Airport. Direc�or - The Director of the Aviati�n Department is responsible for the administration, operations, and mair�tenance for all city-owned and operated airports. DHS - Department of Homeland Security �ntity - An indi�idual, par�n�rship, iimited [iability company, corporation or other business organization doing business or desiring to do business on o�e ar more city- owned general aviatian airports. �AA - Federal Aviation Administration �Iigh� ira���ng Operator - Cammercial Operator engaged in pro�iding flight insfiruction to the public at the airport. �ixed �as� Operator (��O) - A Gommercial Operator enga�ed in t�e sale of products, services and t}�e renting or suhleasing of facilities� �WS — Fort Workh 5pinks Airport FTVII — Fart Workh Meacham International Airport Improvem�n�s - All buildirigs, structures, additions, and facilities including �a�emenf, fencing, and landscaping constructed, installed, or placed on, under, or abo�e any land on the airpart. Infrastrucfure -.Runways, Taxiways, taxi lanes, aprons, helip�ds, landing pads, parking pads, navaids, Airpork Roadways, utifities, etc. L�ased Rremises - The Iand andlor Improvements us�d exclusively undar Agre�men# by an Operator, lessee, or sublessee. Limited /�ircraft Services and Support - Limited Aircraft, engine, or accessory suppart such as c[eaning, washing, waxing, painting, upholsfiery, prapeller repair, etc. or other related Aircraft s�rvices and sup�art acti�ities. Miscellaneous Cnmmercial Seivices and Suppor� - Ground instruction, simu[ator training, scheduling and dispatching, or any other relafed comm�rcial services and support activities. f1lGinimum �tandards - Those qualifications, standards, and criteria set forth as the minimum requirements to be met as a condition for the right to engage in acti�ities at city owned genera! a�iation air�arts. NonnCommercial Hangar Lessee � An Entity t�at ow�s or leases an Aircraft storage facility on the airport for the purpose of storing Aircraft owned, ieased, andlor operated by the �ntity for non�commercial purposes only. �lonoCommerc�al �essee - An Entity that owns ar leases an Aircraft and operates the Aircraft for a pri�ate purpose. ln the cas� of a business, the operation of Aircraft musi be an ancillary activity to support ihe �usiness's purpos� by providing �rivate transportation far the exclusive use of its empioyees, agents, andlor customers. Cn al[ cases, the Non-Commercia� Lessee neither offers nor �ngages in commercial aeronautica{ activities. --. ����.T-=� - _�_��_-��..�>>�_„�,.._.,,� :� �.�_y.,. .�-� --.�--._� ..m T_-�.. ��.:�µ.-_.�. .._ . ,_ ._ � . _T, �,�� .._._ �m..�.� ... „ , �. _. _ � _ �� -: Auiatian Minim�m 5tandards � City of Fort Wnrth A�iaiian pepartment (2097} FORT�ORTH AVIATIOEV pE�1M�{ON5 .;�. ,_.. ._..w �...,�.,.Nz. :...�,.:. ...._..,-�---�.���_._,� T�. -,.�:�—.F �.� ,_�---.w,�...-_-n_��..�-.�.��:��._.�E.x��._.,,�._. �.__. �_ Non�Profit Organization - An arganization that is legally formed as a not-for-profit organization, as regisfered with the Internal Revenue Service under 501(c)�3) ar the State ofi Texas Non-Profit Organization provisions. As a Not-For-profit Organization, shauld an organization provide commercial aeronautical acti�iti�s, the organization shall be viewed as a Gommercial Operator. Operator - A� Entity that has entered into an A�reement with the City af Fort W�rth Aviation Department to engage in commercial aeronautical ac�ivities at the airport. Permi�tee - An Entity that has written permission from the A�iation D�parfinent to canduct an activity at the air�or� according to the parameters established by a permit. Runway - An area of the airport developed and improved for the purpose of accommodating the landing and �ak�off of Aircraft. Specialized A�ia4ion Service Operafior (SASD) - A single service pro�ider offerin� a specialized aeronautical serv9ce such as Aircraft sales, ffight training, Aircraft rrmainte�ance, or a�rionics services, SASOs shall not seli fuel. iaxir►vay - A defined path, usual[y pa�ed, o�er which Aircraft can faxi from one part of an airport to another excluding takeoff and landing. �SA - Transporiation Safety Administration TSR -- Transportation Security Regulations ,�� ..��-���_��.._�,��-..� x.�.,:,,�-z-�,,._�-� -��� �-��,�.�._��rn��r..��_ _ _ -�.--.�� _,. __- . . _. . Aviation Minimum 5tandards 3 City of Fort Warkh Aviaiion bepartmenf (2017) F'o�T i�oRrx AVIAT[O1V 1NiRODUCT101V :_�, �� �.m;:�, :- _.�..—�....M. ,.,_,.._.��a�—���-=•=-_--- _��—�_. . ��,.,.-•,��--,r:.�R...,—_�,�� _•�-�,L __.�_ _ _ --= —�, _ �:. _ . - . ����o�ueTio� � A. Purpose The purpose of these Aviatian Minimum 5ta�dards (Minimum Standards) is to encourage, pramate, and ensure: 1. The consistent provision of high quality aviation products, services, and facilities af Fork Worth Ailiance Airpor�, Fort Worth Meacham international Airpart, and Fort Worth Spinks Airport ("Airports" wY�en referred t� co[lectively or "Airport" when referred ta indi�idually); 2. The develapment af high quality aviation Improvements and amenit��s ai the Airports; 3, Aviation safety and security at th� Airports; 4. The economic heafth of aviafion Commercial �peratars at the Airporks; and 5. The orderly development of Airport praperty for aviatian purposes. Aeror�au�ical activifies may be propased fhat do not fall within th� categories designated herein. In such a case, apprapriate Minimum Standards shall be established by the City of Fork Warth (City} Aviation Dapartment {De�artment} on a cas�-by-case basis far such acti�ities and incorporated into fessee`s Agreement or operator's Agreement with a sublessee. B. ReguCations These Minimum Standards are subject ta, but not limited to: 1. Fed�ra! A�iation Regulations, Title 14 - Code of Federaf Regu[ations; 2. Texas Transpor�ation Code, Chapter 22 T County and Municipal Airports; 3. Fort Workh Aviation �epariment Leasing Paiicy; and 4. Fort Worth Code of Ordinances, Ghapter 3- Airports and Aircraft. 5. Fort Worth Aviation Schedule of Rates and Charges If the FAA defermines that any pro��sion of tY�ese Minimum Standards, any provision of any Agreement, or any practic� ca�stitutes a grant of a prohibited exclusive right, suc1� provision shall be deemed null and �oid and such practice shall be discontinued immediately. C. Effective Daie T�ese Minimum Standards shall be in effect upon ado�tion by fhe Fort Worth City Council, unless re�eal�� by the City. The Minimum Stan�ards, adopted June 16, 1992 (fhe "1992 Stan�ards, ") and the Minimum Standards adopted May 4, 2414 (the 2014 5tandards) wikl co�tinue to apply to existing Impro�ements constructed prior to the adoption of these Minimum S#andards, unless the currer�t Impro��ments are in via{afiion of the 1992 Standards at the time these Minimum Sta�dards are adapted. Ur�fess expressly stated oth�nrvise, these Minimum Standards shall epply to all existing bus�r�ess�s and activities at the Airport as of th� sixth monfh after the adaption af these Minimum Standards_ �,���,�..� �. :.�. _,.� ...;�- �,.x:.n-.._ ,.�, :..,..�.,�_..�-���. A�iation Minimum�Standards��'������i.�~-L_����_ 4 City of Fort WorEh Aviation bepartment (2097) FORT �ORTH AVIATION i�rRo�uc-r�o� _ �.;M,�—._�„ ..�=� w_--x�-_.�—,.. _�, . ,���„—,,�.__��.a:z_.�� _:.._ —�.�-_ ���.:��:�.�__.,�.�.��u�,.=-�_�_..---..:����-:._ _ __ __..—._.. .. D. Self Service An Aircraft awner ar the Aircraft owner's �mployees may perf'arm services that may includ� fu�{ing, maintenance, or repair on the Aircraft owner's Afrcraft utiljzing the Aircraft owner's vehicles, equipment, and resources (self-service). An Aircraft owner who engag�s in self-service acti�ities may nat p�rForm services for compensafion or hire. The right ta engage in self-service activities is cor�ditian�d upon camplianc� with appl�cable regulatory measures. S�e S�ction 17, Self Fueiing for additional requirements. � An Aircraft Maintenance O�erator may defuel Aircraft, if n�cessary, for Aircraft mainte�ance purposes only. Additianally, an Aircraft Maintenance Operator may refuel the defueled Aircraft following provision of required Aircraff maintenance. Defueling and refue{ing shall not be constru�d to permit an Aircraft Maintenance Operator to engage ir� th� sale of aviatian fueEs as this activity is specifically reserv�d for an FBO (Section 4). An Aircraft Maintenance Op�rator con�ucting def�el9ng and refueling af defueled Aircraft shall have adequate and proper fuel storag�, provide the Department witn a Spill Prevention, Control, and Count�rmeasures Pian for defueling, refueling, and fuel sfi�rag�, and conform with Sectiar� 4.D. Co-ap fueling �s prohibit�� at the Airparts. �. Applicability These Minimum Standards specify the standar�s andlar requirements �hat must be met by any Entity engaging in aviatian aeronautical actiuities at the Airports. Throughout these Minimum Standards, the words "standards" or "requirem�nts" shall be understaod to be modified by t1�e word "minimum" except where explicitly stated otherwise. A�y required determinations, interpretations, or judgments regarding what constitutes �n accepfiable minimum standard or requirement, or regarding compliance with such minimum standard or requirement, shall be made by tha ❑epartm�nt. All entities may exceed the applicable Minimum Standards or requirements. No Enfiity shal! be allowed to engage in a�iatifln aeronautical activ�ties at the Airpo�ts under conditEons that do not, in the Departmer�t's sole discretion, ful[y comply with these Minimum Standards, unless an exemptian or �ariance has been appro�ed in writing by the �irec�or. These Minimum Standards shall apply to any use of Airport land or lmprovem�nfs far the purpose of engaging in aviation aeronautical activities. F�. Variance The Depar�ment may, but is not obli�ated to, apprfl�e variances fo these Minimum Standards when s�ecial conditions or unusual circumstances exist. Requests fior a variance must: 1. S#ate the specific provision(s) for which the variance is being sought; 2. Describe the proposed variance; 3. Sta�e the reason fior the proposed variance; �_ - _�.-�_. _ �.�,��_�:,�..��, ,__ - ..M �:-���:.z����_r.=.._....-.��:___ ___ -��..�-��� _ _� .��._ _ ., ,.,_� _ . �.._ _ _._ . _._ ___ - Aviation Minimum 5tandards 5 City af Fort Worth Aviation Deparkment (20�7) Fo �o�Tx �� ���o� 1NTRODUCTIO� �-:.:�.�a�,�:�:���-.-::ti�;;:,.:,.W_w::.-- .�,�-��::�-1�- �.-���� �-_---_�--�=�:-:... _-�-�:�.,�,--�:�,��:,-��F.,�-��_-T�::.�4L_..--�.��-.--, 4. Identify th� anticipated impact on the Airport (and a�her entitEes including Operators, lessees, su�lessees, us�rs of the Airpar�, and the public); and 5. Identify th� duration of the proposed variance. Prior to the approval or denial of a varianc�, �he Depa�finenf shall cor�duct a rsview of all relevant irtformation ir�cluding the request for variance as well as any other infarm�tion that may be requested or required by the D�partment. In taking aciian on a request far �ariance, the �epartment may grant the request anly when it is determined that: 1. Enforcement of specific pro�isions in these Minimum Standards wili create an unnecessary hardship or practicai difficulty in the intended use af the affected property; 2. The variance wiil not injure tne existing or permitted use of adjacent con'forming �roperfiy in accordance with the Airpo� Master Plan; and 3. The granting of a var�ance is cflnsistent with fhe purpose and intenfi of tF�ese Minimum Sfiandards. Approval or denial af a variance shall be determined by the Depar�ment of Aviation. If approved, the variance shalf only apply ta the particular case for which the �ariance is granted. An approval by the Departriment af a �ariance shall not serve to amend, modify, or aiter these Minimum Standards or any existing Agreement. , -��: �����..-�� -�r_.,Y:_�:�,:�,,..�,«�-�,.�.�, :�����,�:-�=:��:,�,�....,-..a_..,.,� ,,,,��. A�iation Minimum 5tandards ��� �� ^ s� r���� 6 City of Fort Worfh Aviation Departrrtent (2017) �ORT �ORTH �,v�a�ro�v �Ei��RAL F��QUfR��A�NiS A. Introduc#ian G��9ERAL R�QIJIR�iViEi�TS �--„�._���::_,�.._-a-Y.�_���.�..��,�._-:-�._ _� All entities engaging in aeronautical activities at the Airports shall fufly comply with ar exceed the requirem�nts af t��s section as well as t�e Minimurr� Standards applicable fo Entity's acfii�ities, as set forth in subs�qu�nt sections. �, Leased Premises An Entity shall lease ar sublease sufficient land andlor lease, sublease, or construc# sufficient Improvements for the acti�ity as required in these Minimum Standards. Improvemenfis shali fully comply with app[ieable regulatory measures including, bu# not limited �a, zoning, building and fiire cades, s�tbacks, access, ingresslegress, drainage, and vehicle parking. Canstruction of any [mprovements must be appro��d in ad�ance by the Department, in accordance with �he Departmenf's requirements and any agency ha�ing jurisdiction. Leased premises requiring public access shall have direct landside access. Should landside access not exist, �edestrians or vehicIes needing access to the airfield shall receive non-moveme�t area training or be escor�ed by ar� individual who has a non-movement area permit. Aprons should be: 1. Contiguous and separated by no more than a taxilan� that allows Enfity fo taxi or tow Aircraft without crossing a Taxiway or public roadway; 2. Of adequate size and w�ight bearing capacity to accommodate the movement, staging, and parKing of the largest type, size and weight ofi Aircraft the hangar was built to accommodate without interfering wi�h the movement of Aircraft: a. En and out of other fac3lities; andlor b. Operating to, from, or on iaxilan�s or Taxiways. C. Facr'Irty Maintenance Operatars, at their so[e cost and expense, shall: 1. Maintain the Leased Pr�mises, including all related and associated appurtenances, la�dscaping, paved areas, installed equipment and utility services, oillwater separators, and security �mprovements, in a clean, neat, orderly, artd fully operationa! con�ition consistent with best practices and equal or batter in a�pearance and character to other simiEar Improvements at the Airp�rt, normal wear and tear excepted; 2. Pro�ide all necessary eleaning services for tne Leased Premises, including custodial services, trash remo�al services, remo�al of foreign objectsldebris, r�moval af spent oils or other fluids, cfeaning of oillwater separators, and any related services necessary to maintain the ..�,__ s�...�.� —.�- �,��_�--�_. � s __„ .�r�.,ti�:����:s:=-��.��.�e��-�:,��-.a...:_��,�� ,_��� ,.�.�� ,.�.�-- � ..�.�_.n._ . - Aviation iVlinimum Standards 7 City of ForE Wo�th Aviation Department {2097) �ORT �VOR�'H AV�TIOIY GEN�RA� R�QUIRE[VIEi��S ,,�"�..:�:..;:..T:��;-,•.•�.�-m;�:,. �...::;�,��: _�-�,� _ _,... _ .� �._�.__ .N __... -- - - -� -. ,_ � -- - T�� - — Improvements in good, clean, neat, orderly, and fully aperational eondition cans�stent with best pracfices, normal wear and tear excepted; ar�d 3. Replace andlor reimburse the Departm�nt for, any property damaged l�y lesse�, its activities, sublessees, customers, emplayees, visitors, vendors, suppliers, or eontractors. D. Producfs, Services, and Facili#ies Products, ser�ices, and facilities should be provided on a reasonable hasis to all Airport users. Operator sha[I charge reasonabfe prices for each praduct, service, or facility. E. Lrcenses, Permits, Cerfifications, and Ra�ings Op�rator shall obtain and require emp[oyees to obtain, at O�erator's or empfoyee's sole cost, all necessary licenses, permits, cerkifications, or ratings required for the conduct of Operator's acti�ities as required by any agency having ju�isdiction prior to engaging in any activifiy at the Airport. Upon reques�, Operator or its employees shall provide capies of such licenses, permits, certifications, or ratir�gs ta the Department within 10 business days of date of request. Operatars, lessees, or sublessees engaged in any activity at the Airports, whether using or occu�ying Airport land andlor Improv�rrtenis or fl�herwise, shall adhere to the practices r�commanded by the FAA and the directives issued by the Department. F, €mployees Operator shall employ a gualified, experienced, and prof�ssional on�site manager who shafl be fu[ly responsible for the day-to-day rrmanagement of Op�rator's acti�ities. Operator shall pravide a s�pervisor on the Leased Premises to manage �perafor's activities and s�cf� person shall be authorized to represen� and act on behaff of Operator dur�ng all hours o�' acti�ities with respect to the methad, ma�ner, and conduct of Operator and Operator's actEvities. When such person is not on the Leased Premises, such person shaEl be available by telephone 24 hours a day, 7 days a week. Operatar shall f�a�e an duty, and imm�d�ately available during hours af acti�ity, properly trained, and qualified employees in such numhers as are req�ired to fully comply with these Minimum Standards and to meet the reasana�[e demands of customers far each activiiy being conducted by Operatar. G. Equipmenf and Vehicles All required equiprrtent and vehic[es must be fully operational and a�ailable at all times and capable of providing alf required products and services in a manner consistent with inter�ded use. Eq�ipment and vehicles may be unavailable, from time fo time, on a tempflrary basis due ta routine ar emergency maintenance as long as the equipment or �ehicles are returned ta servic� as soon as poss3ble. _�..�..�,....._., � _.F_��- -�_.��� _ ���,«, _�-.,�,�.�. ��:� �:,w-;�Fa .������:e�„�....�..,��.�.:,:M.�-���n„�_R�.T�������.�„�_ . ,�xW � ;�-;;:.,..W:—: Aviation Minimum Standards S City of Fort Worth Aviation Department (2017) FORT �ORTH a,v�aTrori G�IV��►L R�C�UIREMIEiVYS SLtl:.:=�.:��"_-�.:.•3x.'.-:�c• :'� ...,ac.,ev.,a:c._. '�.:.,�•._ __,:._,_,:..��...�...��svu.<<_�. �-.:_-ay..�a'm�6�'-^-.�^�,_.T�."'.ti:�:"»,.'�,� �:»,:u„'�T�:,�_-�h-��,==�•_..�=,P�� T,�_..�-n H. Hocrrs of Activify � .._. -- -- - Unless otherwise stipulated in these Minimum Standards, Dperatar's services shall be offered and available to meet reasanable demand of c�stomers for the activity eight hours per day between the hours of 6:00 a.m, to 1 Q:00 �.m. Monday through Friday excludir�g holEdays. If not a 2417 operatian, Comr��rcial informatian for afterhours service shall appropriate and professiana! signage_ Operator hours of acti�ity and cantact be clearly post�d in public view using Qperafor or Nan-Commercial Lessee shalf designate a responsible persan far the eoordinafion ofi ali procedures and communications and pravide point-of-cantact information to the D�partment i�cluding the name and ielephone number af the primary and secflndary contacts. One of ihe cantacts shali be a�ailabie �y telepl�one 24 hours a day 7 days a week. 1. Security Qperator and Non-Commercial Lessee shall fully comply with the Depar�ment's security requirements as ap�licable ta th� Airports, Leased Premises, and activities(e.g., Fort Worfih Code of Ordinances�C}�apter 3, 14 CFR Part � 39, as amended, Transpo.rtation Security Regu{ations. O�erator or Non-Commercial Lessee must fully comply with applicable reporting requirements as esta�iished by the Department, FAA, DHS, TSA, and any other agencEes. J. Insurance Operator or Non�Commercial Lessee shall procure, maintain, and pay all premiums throughout the term of its Agreement for the applicable insurance co�erage and amounts required by regulatory measures and set forth in Attachment A, Minimum Insurance Requirements, as amended from time to time, of these Minimum Stan�ards far each ac�i�ity conducted. The insurance company or companies undenrvriting the required policies shall be authoriz�d to wrife such insurance in the State of Texas, with an A.M. Best's rating of A- or above. When co�erage andlor the amounts set fort� in Exhibit D Minimum �nsurance Re�uirements, are not avaifa�le on a commercially reasonable basi�, appropriate replacement co�erage andlor amaunts must be appraved by the Department. The Depa�tment reserves �he righ# #o require a�ditianal or different types of insurance coverage based an an Entity's individual risks ancflor exposures. When an Entity engages in more than one activify, it shall proc�re and maintain insurance for the combined total of the minim�m requirements of eac� acti�ity. An Entity shall procure and maintain insurance for all expasures in amounts at least equa! to the greatest of the required minimum or as sti�ulaf�d by the Department. All insurance that Opera#or ar Non-Commercial Lessee is required to carry and keep in full force and effect, snalE name the City, and its re�resentatives, officers, officia[s, employees, agents, and �ol�nteers as additional ins�red. All insurance _ - � - -.._�,T��-,�.�.��.�_.,a��.-�.���.,a__..��,.a��_��,s,s.s�a�-=,�,��.� .�-���:,�.__,�_„��,_ ,.�a.....�._. �.� .� _��� �F�—� �-�-n,..��.a� .� .. .. . . . _ . __ . . ,. . .. Aviation Minimum Sfandards 9 C9ty of Fort Worth A�iafian Deparkment (2017) FoRT �o� � nvrar�o�v GEidERA� R�QUIREMEiVYS �.��.�.-�-�a._. _�. �������-�-� �.,�_.,�- _.�t�:��:.,..:,�,�::�m,�-- —�,������ :�.T:::��«� ._��, policies, including any Workers' Comp, shall include a Wai�er of Subrogation ��(Right af Recovery) in favor of the City af Fort Worth. Lia�ility policies shall contain, or be endorsed to contain, the fallow�ng provisio�s: 1. "The City indi�idually and collecti�ely, and its representatives, officers, officials, emplayees, agents, and volunteers are to be covered as . additional insured with respect to: liability arising out of activities perform�d by or on behalf of Er�fity; premises owned, leased, occup�ed, or used �y Enfi�y; andlor vehicles, equipm�:nt, or Aircraft owned, leased, hired, borrowed, ar aperated by Ent�ty. Such insurance shall provide primary co�erage and sl�all not seelc any contribution from any insurance or self- insurance carried by the City°; 2. "Such insurance, as to the interest of ths Ci#y only, shall not �e invalida#�d by any act or negl�ct ar breach of contract of Entity. Any failure to f�tlly compiy with reparting or other provisions af the policies snal[ not affect co�erage provided to the City individualfy and collectively, and their representatives, officers, offic�als, emplayses, agents, and voiunteers. Entity's �nsurance shall apply separate[y to each insur�d agair�st whom claim is made or suit is brought, except with respect to the aggregate limits of the insurer's liability"; and 3. `"Coverag� shall not �e suspended, �oided, or cancelled by either party ar reduced in coverage or in [imits except after 30 calendar days prior written notice ar � 0 days prior written notice for cancellafion for nan-payment ofi premium, i�y certifi�d mail, return recei�t requested, has been given fa Department." Certificates af insurance shall b� delivered to the Department upon ex�cution of any Agreement, or when appro�ral is given by the Depar�ment ta conduct any activity at the Airport. Thereafter, �perator or Non-Commerciaf L.essee shall pravide certificates of insurance to the Department every 12 months. [n addition, Operatar or Non-Commercial Lessee shal{ furnish a certificate of insurance if any change, for exam�le, changing underv►rriters, coverage, or amounts occu�s. Ths co�erage and amounts stipulat�d herein for each acti�ity repres�nt the minimum coverage and amounts that shall be maintained 6y Operatar or non- commercial lessee, at all times, to engage in activities at the Airport. Operator or Nan-Commercial Lessee is encouraged to secure higher amounts. Qperator or Non-Commercial Lessee sha[I, at i�s sa[e cost and expense, causa all Irnpra�ements on the Leased Premises to be kept insur�d ta the full insurable replacement cost with no depreciat�on, or as required by the lease for the impro�ements, against fhe �erils af fire, lightning, wind, haif, tornado, extended coverage, andlor rrandalism. The procee�s of any such insurance paid an account fior any of the aforementioned perils shall be used to defray tf�e cost of repairing, restoring, or reconsfiructing Impravements ta the condition and location c:xisting prior to the casua�ty causing the damage or destruction, unless a change in design ar location is appro�ed, in writing, in ad�ance, by the Department. - ��-r�.�,-�..�_:�_ :._..�_�-..�::-s,.:,-,_�. _- .�..��� :_3�.,,�..���� .� ..__�._._.,.�.._:,.�,:,_-���.��..��:.a.u��,,�;�..�;���, Aviatian Minimum Standards � � 10 City of Fork Worth Aviation Departm�nt (2097j FORT WORTH nvi.��tor� GENERAL R�QVIR�NfENTS �.�-��� � ...�,���.-.� T,.�,, r .Wx -.z��.,�,�. m� �������:�# .�:��:�;� �� - _�...� _..__ .�.����-- —�� w��..-�,� Operatar or Non-Commercial L.esse� with known enviranmen�al contaminatian exposures sha11 be require� to secure appropriafe environm�ntai liability ir�surance wit� coverage amounts appropriat� for the type and level ofi enviranmenial contamination exposur� risk, as determined by the Department, K. lndemnificatron and Hold Narmless Each Entity sha[I defend, indemnify, save, protecfi, and hold harmless the City and its represenfiatives, officers, officials, empfoyees, agents, and �olunteers from and against any and a[I actual or alleged cfaims, demands, damages, expenses, costs, fees, includEttg, but not limited to, attorney, accountant, paralegal, exper�, and escrow fe�es, fine�, environmental costs, andlor penalties that may be imposed upon, claimed against or incurred or suffered by the Ci�y in whole or in par#, directfy or indirectly, arise from or are in any way connecte� with any ofi the following, exc�pt to the extent resulting from the City's neglig�nce or willfuf misconduct: 1. Any act, omission, or negl�gence af Enfity or Entity's parkners, officers, Directors, agenis, employees, in�itees, or contractors; 2. Any use, occupafian, management or cantrol af the L,eased Premises E�y Entity, whe�her or not due to Entity's own acf or omission; 3. Any condition created in or about the Leased Premises aft�r the effective date; anti 4. Any breach, violation, or nonperformance of the Entity or the Entity's obligations �nder any Agreement. a. ln the event a parky indemnified hereunder is responsibf�, in part, far the loss, the indemnitor shall n�t be relieveci of the obiigafiion io indemnify; how�ver, in such a case, fiability shall b� assessed in accordance w9th State ofi Texas principles of comparative faulfi. b. In the event af an en�ironmental contaminating accident, to incl�de all leaks, spills, or other damage that may result through the handfing, siorage, andlor dispensing of fiuel, or an incident caused by Operator or non�commercial lessee, its empfoyees, its vendars, its suppliers, its contractors, ar any other Entity associated with any Operator or Non-Commercial Lessee� ar any Entity violates any environmental law, Operator, non-commarcial lessee, ar Enti�y shall accept tota[ responsibility and defend, ir�demnify, sa�e, protect, and hald harmless th� City and its representatives, officers, afficials, employees, agents and volunteers. Nathing herein shall constitute a waiver of any pratection available ta the Ci#y and their representati�es, officers, officials, emplayees, ag�nts, and volunteers un�er the State of Texas governmenfal imm�nity act or similar statutory provision. L. �nforcemenf In the event an Entity fails to camply with the Minimum Standards, the Department shall send a written sfateme�t of violation to such Entiiy at its last knawn address. The E�tity s�all ha�e 30 cafendar days fram date af notice within whicn to �ro�ide a respons� to the Department explaining why the violation occurred and ta advise the Department that the violafion has been corrected, If the Entity fails to cure the - �_-�..��� �.,.�_�r.� . . . .---.o��_��.__....,�-�,_��.:� ��„�,�.�_:��._-,��.a...��_._,� , Ar�iation Minimum Standards �� y � 11 City of Fort Worth Aviat�on Deparkment (2017) �41�T �ORTH AVIAT103V GEfV�RAL REQUfR�fVIENTS �.v:�r m_o � ��.��—��:..;�.���.,�� .—��� _��,� _ �:-...z��:.:-.-.����,:—_—������� ,�,�s�r�.�:.«_z-��.�4��,-=_z-�:���..w�„ �ialation within such time period, the Department sl�all have the right to suspend or revoke the Enfity's privileges at the Air�ort, as the �epartm�nt deems r�ecessary in order fo obtain a correctian of the vifllatian. In the event such vialatian is noi susceptible to cure within 30 cal�ndar days, Entity shall ha�e such additianal time to effect a cure, as deterrnined by the Depar�ment. In addition, the Entity's record of ar�y such violation shalf be considere� any time t�e �ntity submits an application, seeks permission, or requests a�proval from th� D�partment. M. Mulfr"ple Acfiviiies The Minimum Standards or requirements for combined activities sha11 not be: 1. Less than the highesf standar�i combined activities; ar 2. Greater than the cumulaiive combined acti�ities. or requiremeni for each eiement within the standards or requirements for all of the .�.=�_.:�_��..��-�,.�a�tu:._�- � __...._T,,.<-.,:,�_�- .�—�.r- .-_.u_-�-�.���_�_��.,���� _�:_,�:��..._�,�:_—, A�iation Minimum Standards � � �� 12 City af Fo� Worth Aviatior� Departmen# (2Q97j �ORT �'YORTH AVIATION FIX�d �AS� O€'�RATOR �F�O} - �.�.:-- - - --__.�_..�. ���.Tr.`�— �_�m�,r���,�,�,:�� ,��-,. ..-,.,�r��y �-,--�:,�.. . �...:���:. . ,.. _: _�� .,, � . . . . =�'IX�� �AS� OPERATOFt (F�O} A. lntrod�rc#ion These Minimum Standards shall not affect any existing lmprov�ments constructed prior to date of �ramufgat�on of these Minimum Standards. An FBO can meet the reguirements of Aircraft maintenance by arrangement with an autharized Operator who meets the Minimum Standards for Aircraft Mainte�ance Operator and operates at the Airport. �. Scope of Acfivi#y An FBO shall develop and maintain Standard Operating Procedures (SOP's) far Aircraft fueling and graund handlir�g to ensure compliance with standards sei forih in AC 00-34A current version, "Aircraft Gro�nd Handling and Servicing". FBO's SOP`s shall include a training plan, fuel qua{ity assurance �rocedures and associated record keeping, and emergency response procedures to fuel spills and fir�s. An FBO's SOP's shall be a�ailable to the Depar�ment upon request. An FBO should include the following activities, products and services: o A�iation f�els and lubricants Ground services, support and amenities � Aircraft maintenance � Aircraft storage or parking �a�ronitiedowns andl�r hangars) � Aircraft marshalling (dir�ct to parking) o A�rcraft towing � Oxygen services � Ni#rogen services � Compressed air services � La�atory s�rvices • Potable v�ater service � Aircraft graund power {�irect current) � Baggage handling & related services � Conci�rge services � Courtesy transportation • Ground transportation arrangemenis • Accommodation arrangements • Aircraft catering arrangements o Aircraft cleaninglwashing servic� Any Entity proposing to estabfish an FBO shall be required to me�� the initial minimum investment, as id�ntified in the following table: ��sla;aklsl� an ��O �' A�W �TW FWS Minimum In�estment $95,000,�00 $95,O�Q,000 $3,000,000 •$15M inifial investment or $14M minimum initial investment with an addiffonal $5M within 5 years after ti�e initial lmpro�ements. a ihE amount paid for existing Improv�m�nts may be considered as a part of the initiaf minimum investment requirement. • Market value appraisal may be considered to determi�e the initial minimum in�estment. � Im�rovements to existing Infrastructure may b� considered as a part of the initial minimum in�estment requirements. «-.�—�:,.,.,:�,.�,��.�:=.m� �-� _.�.���—.—..:- �� ��.— .�-��, .......,.�.�:,�._��-��� m—��� �_-_.,� .r :�a.-:,� :.�W.,� -�-.�, A�iation Minimum Standards '13 City of Forf Worth Aviatian Department (20�7j FORT WORTH AVIATION FIX�� �AS� OPERAYOR (��O) ,:�-�...—�-,.-�,��_�—_---��._��,-.�.��.-.�� ,:.�.,k� - �,�.�: ,-,�,�,,.. ,���oe���,�,�--__r�:..:� _ �.��.�,._..._� C. �eased Premises FBO sl�all have adequate land and Impravements to accammodate all acfivities of the FB� and all appro�ed sublessees, inc�uding but not limife� to: AFV� FBO Main Termina] Apron Weight bearing capacity 7erminal building {tota{) Customerlcommon area Nangar (transient Aircraft parking) poor heightiv�ridth D. �uel Sforage and Equipment 75,040 Graup 111 5,000 2,000 20,OOQ 2a�r�2a� F T1ld 75,040 Group l!I S,OOQ 2,OOQ 20,D00 28'1120' KWS 60,OQ0 Graup Il 5,OQQ 2,000 20,DQQ 28'1120' An FB� shall devetop, �wn, andlor lease a fuel storage facility and equipmenfi at fihe Airport �n a[ocation approved by the Department and cansistent with fhe Master Plan, Airpori L.ayaut Plan, andlar Land Use Plan. In no ev��t shall the tatal storage capacity be iess than: �. - Fucl SC�tr&g2 �i1Cl f.{�4kl��kll�dlt .�0t flkE:l Storage - minimum total capaciiy (gallons) Equipment -- minimum czpacity of a refue6ng vehicle (gallons) r��v� _1� .��v . ��s zo,aaa 5, 600 2Q,p00 12,000 5,D00 3,a00 Avgas (Optional) Storage - minimum totai capacity (gallons) 300a 3�00 3000 Equipment - minimum capacity af a refueling vehicle 750 75Q 750 (gallons) � FBO shall ha�e adequate and proper storage for vtiraste fuel or test samples ar the capability to recycle same. o FUeI storage facility rnust me�t City fire code requirements. • Far each type fuel, a fixed self-service fueling system 9s opfional. An FBO must retain awnership and responsibility of aq fuels delivered to fhe FBO's s#orage fiacility under lease by the FBO and is respansible for #�e payment of all fuel flowage fees owed with respect to the fue[ deli�ered tn its starage facilities. An FBO shall hava satisfactary arrangements made with a reputa�le aviation petro[�um supplier for the deli�ery of a�iation fuels. An FBO s�all �rovide the Department with a written Spill Preventian, Cantral, and Count�rmsasures (SPCC) Plan that meets regulatory measures for FBO's fuel sforage facilities and activities. Any time the SPCC is modified, the updated documenfation reflecting the changes sf�all be provided to the Department within thrae business days of the change. �::�.�.._.,..�� .�.�—�.� ..�-rr.�.�-.�—�..�.��..,�:.�.-�-_,,: - �— T-�-�..—�_.._ ���-.� „��,R�: --=�_ �; - ._ �..«�. ... _ n . . .��: r�, Aviatian Minimum Standards � �� '�4 City af Fort Worth Aviation Department (2017) �OftT �ORTH AVfA7701V FIX�D BAS€ ���RAiOR {F'BD) �._ ._ ,. - �.:,:r���r v- -�cem�—:_ _. . — .��,s �nas�_ r.-.. - - ��za:.r,�=:sw�xr...�r�rr_E�� _ �._,_ .:.,,u "'_� —rr. y Fuel deli�ered, sfared,1 or dispensed by`�FBO sha[I fu[�y comp{y wit� the �uality specifications outlined in ASTM D 9 655 �jet fuel) andlor ASTM D 1910 (avgas), as applicable. Ensuring the quality of the fuel is tl�e so[e respo�sibility ofi FBO. Each fuel storage fiacility, each refuefing vehicle and all fueling equipment shall be equip�ed and maintained to fully camply with applicable regulatory measur�s including, but not limited to those prescribed by: 1 2 3 4 5 fi 7. Natianal F'ire Protectian Associatian �NFPA) cades; U.S. Environmental Pro�ection Act (�PA); State of Texas; Counties of Tarrant, Denton, and Jonnsan as applicabfe; City; 14 CFR Part � 39, Airport Certi#icaiion, Section 139.321 curreni version, "HandlinglStoring of Hazardaus Su�stances and Materials"; and Applicable current �ersion ACs incfuding AC OD-34 "Aircraft Ground Handling and Servicing", AC 1501�214-5 "Painting, Marking and Lighting of Vehicles Used on an Airport", and AC �15�1523D-4A "Aircraft Fu�l Storage, Hand[ing, and Dispensing on Airpor�s". Refueling vehicles shall be equipped with met�ring dev�ces that meet app[icable regulatory measures. One r�fueling �ehicle dispensing jet fuel shalf have over-the- wing and single point Aircraft servici�g capabilEty. All refue�i�g �ehicles shall b� �ottom loa�ed. For a fixed selfi-s�rvice fuel'rng system, the location a�d capacify of the system shali be appraved by the Department. In addition, ihe system shall: 1. Be available and maintained by FBO for public commercial use; 2. Have adequate [ighting and signage; and 3. Have d�taiied and readily accessible instructions for t1�e proper and safe operation of the sys�em, emergency �hut-off, properly rated fire extingu�sher, and fuel sp�ll kit. �: Fueling Reports On or before the 15th calendar day af the subsequent month, each FBO shall: 1. Prauide a summary report to the Department identifying the number of gallons of aviation fusl delivered to the� FB�'s fuel starage facility by fuel type; 2. Provide bill of ladings, as received from the fuel suppli�r #or fuef delivered, in supp�rt of the summary report; and 3. Pay the appraprjate fees due to the Departme�t as sfipulated in the DepartmenYs Schedule ofi Rates and Charges. Upon requesf, records and m�ters shal{ be made a�ailable for review by the Department ar'its designated reprasentative. F. �round Support and Service Equipm�n�f The following [ist �f ground support and service equipment shall be provided by an FBO or authorized Operator at the Airport: ��-�.,..,��,—��_ ��--�r�.:�.-.��-�,,:�.�„�-.�,��.�---�-=_�=����..�.,:-,�.�: -�� -�-- ,:-.-�—�,:��_n�� A�iation Minimum Standards � 15 City af Fort Worth Aviation []epartment (20� 7j �ORT WURTH �vraTTox �IXED �ASE OP€RA�OR (�BO) ��,:..,�,�.:T-.�--.�. -- ,.,���-�..�-�-.�_�...�m_m�.::���,�. ,�.,u.__..e �����-��_��,:..�.�.. ._.. _��t_ � .._:�.:_ .��. _ . __. . Oxygen cart Nitrogen cart Comp�ess�d air unit Lavatory ser�ice cart Potabfe water unit Air stair unit Fiamp marsha![ing �ehicfe Ramp transportatian veh�cie Courtesy vehicle Aircraft tawing vehicles Tflw barslheads Aircraft ground power (DC) Aircraft wash rack Spill kit Equi�ament for securing Aircraft on the apron S�ill kits shali include fihe necessary equipment and mat�rials to contain a fuel spill and restrict fuel or other hazardous materials from flowing into drains and other areas in campliance with the Operator's SPCC plan. G. W'o�rs of Activi�y In additian to the general requiremenis (Secfion 3.1), the FBO sha11 make available Aircraft fueling, parking, ground services, suppart, ar�d amenifiies to meet reasonable demands af customers during weekends, holidays and after hours. 1-p. ,�mpl'ayees An Op�ratar shali em�loy the following minimum number ofi employees who shall be a�ailable during required ho�rs af activity. A Line S�rvice Technician may fulfill the responsibilities of the Custamer Service Representati�e unless the Line Service Technician is �erforming �uties off the Leased Premises. An FBO shall ha�e at leasf one supervisory Line Service T�chnician trained in a� FAA appr�ved fire safety program, as defined in 14 CFR Part 139.321 current version. p�ayees. - . - — - - A�W _ _F'i'W FU�f� Line Service Technician During hours of acNvity �1 � 'I After ho�rs on-oa11 response tir�e 1 hour 1 hour 1 hour Custorner Serviee Representative During hours of activity L Aircraft 14emoval Recognizing that Aircraft removal is the responsibility of the Aircraft ownerlOperator, an �BO should be prepared to lend assistance when a request is made by the Department or tha Aircraft ownerlOperator in order to maintain the operational readiness of the Airpor�, �.;;M�.;:��.�,.,::.�Po��,-����.—=:,.....—...t-..-�,�T �,�-� _,._ �.�..�..- .�.-,�:.�--Y ---�:�__s,_.�-��-�-.��,��..,_.�-.��,.�s��z�.:z��,_� Aviatian Minimum 5tandards � �� City of Fort Worth Aviation Department (2017) �ORT �ORTH A�vra�ox AIRCRAF'T NiAWT�A6ANC� O��RAiOR (SASOj G__�----��.��-,_��:m �...�._.:...�T-���.ti..� .� .—�,..T,, �,��.x� �� �� -��-_ �_,.-��..�.�.T.����. AIRCRAFT MAI�T�i�ANC� OP�FtATOR (SASO) i�u.LL- A� A. Introdu�tion These Minimum 5tandards shall not aff�ct any existing Im�rovements constructed prior to date of promulgatio� of these Minimum Standards. �. �eased Premises An Operator engaging in this activity s}�all have adequate L�ased Premises, as appro�ed by the Department, to accommodate all activiiies of Operator. fn addition, all lmpro�ements shalf ineet all applicable building a�d fire codes relate� to the activities C. Emplayees An Operator st�all employ the following minimum number of employees who sha11 be available during the required hours of activity as foilaws: ��npioyaas A & P Mechanic I13�a�� FWs 1 1 Customer 5ervice Representative 1 9 • A second A& P Mechanic may fiuffill the respansibilifies of the customer service representative. .���:-•;.�,:��-�.•..;=-�:�-„.__�:_��.,__- --..��—._ �,._:,,,ri�:._-_ �.�_�_,�-�,:.�.�..xw...:�—�.-��..--_.3��,�_���,-_�..,_.�._ ,_ A�iafion Minimum Standards � �7 City of F'ort Worih Aviation Deparfinent (July 22 209�J FORT�ORTH ��4� AVI�IVICS OR INSYF�IJMENT fVfAINYEMAIdG� OP�RATOR {SASO) ��..�-.�.�,.:�. _ Y _� _���.�.-�:��:,���:.��. .���_- ,�-� ��:_ ,�.__�-_��n _,� ���,:�.�,_>� --�:.- _.���,a,.��. �� A!lION�CS OR INSYRUM�F�T NIAINi��VANC� �P�RAi{3R �SASO} A. Introduction These Minimum Siandards shall not affect any sxisting Improvements cansfructed priar to date of promulgatian of these Minimum Standards. �. Leased Premises An �perator engaging in this activity shal! have adequate Leased Premises, as approved by tne De�artment, to accommodate a{I aciiviiies of Operaior. In addition, all Impro�ements shail meet af1 applicable building and fire codes related to the acti�ities C. �.icenses and Certifications An Operator shall be properly cerkificated by fhe �'AA as a Repair Station, as defined by 14 CFR Park 1�4� eurrent version. D. �mployees Operator shall employ the following minimum number af employ�es who shail �e available during required �ours af acti�ity as follows: Technician Customer Service Representative n�w � �fiw I ��s • A second Technician may fulfil� the responsibilities of the Custo.mer Service Ftepresentative. �'. Equipment An Operator sY�all pro�ide sufFicient shop space, �q�ipment, supplies, and availability ofi pa�ts as required for certifcation by fhe FAA as a Repair S#ation, as stipulated in Operator's 1� CF'R Part 145 current version Repair Station Manual. �_�:�4�r_��. ..� "z--�.s- s.._ ���,: _.,.���.�,.--�_ ..-�-_ -u2..=�«.r.. ,ti-���_��„�m�a.,�� ,.��. -.-�-_ ;. . . Aviation Minimum Standards '�� City Qf Farf Worth A�iation Department (July 22, 2094) FORT V�OR'�H AVIA9ION AIRCRA�T R��liAL QR F�EGbT TRAINIi�G OP�RAiOR (SASO) �.-�,��..--...�.:} �-�,�-��e����,..�.��,u::.��_-�.,r��m..�.-.���..<,-,�.,�,s , .�.�w��,�,���_: s...�>.�_��- �,:.: :��� - -� _ :,.. AIRCRAFi R�h1iAL OR F�ICWT iRAI[VIf�G O��RATOR {SASDj � A. Infroduction These MinEmum Standards shall not af�ect any existing Improvements construcfied prior to date of promulgafion of these Minimum Standards. A p�rso� hol�ing a current FAA certified fligF�t instructor cert9ficate, who prov�des occasionai flight training and does not make flight training a�aiEable to fhe public, shaEl nat �e deemed a commercial acti�ity. An Aircraft owner seeking initial or recurrent training in th�ir own Aircrafit may campensate a filight instructor for instrucfion to the nwner in their awn Aircraft. �. L�ased Prernises An �peratar engaging in t�is activity sl�all ha�e adequate Leased Premises, as a�pro�ed by fhe Department, to accommo�ate al[ acti�ities of �perator. ln addition, all Impravem�nts shall meet all ap�licabl� building and fire codes related to the acfivities C. Employees An Operat�r shall employ the following minimum num�er af emplQyees who shafi be a�ailable during required hours of activity: ���oy��s I a��w I ��w Flight Training Operaior Flight Instructar Certifcated Ground 5chool Instruetor Custamer 5ervice Representati�e Aircrafi Rental Operator Ffight Instructar(s) Certificated Ground Schaol Instructor I 1 f�s_ 1 1 � 1 1 o A Flight Instructor or Cartificated Ground Schaof lnstructar may fulfill the responsibiGties of the Customer Service Representative unless the emplaye� is not available. �B„�.r_-,y�- �--.��-�..,��_._,..—_-_..��-...,:�� —_�w.:.�--•�-�.�.w�:��_—... _..._�s..-�=_.�- -�m�W--� �:,..:,�-_=� �#viation Minimum Standards f� �9 City of Fort Worth Aviation Department (Ju�y 22, 2074) FoRT �oxTx A"f�'rA'1'ION AIRCRp►Fi R€WT'AL OR �L,IGHT T'RAf1VlNG 0�'�RA�'OR (SASO) �.-,.�.-�—. �,�,.__.mm : :�-��m:_n�,� -.�..:..:��..���.,,��.��m,—..� =��:�,=E,�:�:,��.� _. _. ,.:� D. �quipment _ .x... _._.��� _��.�-- - An Operator shall ha�e the fo[lowing number af properly certified and airworthy Aircraft availab{e for rental or use irt flight training, as applicable. All Aircraft shall be owned, leased, andlor operated by the Operatar, �6�t�i��r;�•�;t - - _ .AfW .Y F,�V4f ' l. - FV�{S --� —- -- � -- Aircraft Renfal Op.erator Aircraft Fixed wing: sing{e-engine 2 2 2 Flight Training Operator Alrcrafi Fixed wing: single-engine 2 2 1 Helicopter 'f 1 1 . One Aircraft must be IFR capable unless Flight Training Operator is only pravlding sport pilot training. + If ravidin helico ter fli hk trainin , it is re uired to own, lease andlor operate a helico ter, Flight Training Operators shail provide, at a minimum, adequate training aids necessary to provide proper and effective ground school �nstructian, in accordance with the Code af Federal Regulations Part 6'f and or Pa�t 'f 41. �. Hours of Acfivity Operator shall be open and services shall be ava�la�le to meet the reasonable demands of c�stomers for this activity as follows: Mou�s af Acllvlly Haurs Days perweek Holidays After hours AFw Frvv y �ws S hours per 8 hours per 8 hours per day day day 5 5 5 �lo Na Nn Prior Prior Prior arrangement arr-angement arrar�gement �'. Insurance Dr"sclosure Requirement Any O�erator conducting Aircrafit rental or flight fraining sha[I post a natice an� incorporate within its rental and insfruction Agreements, as well as praviding a co�y of sucn notice to the Department, fihat: �. Identifies the insuranc� coverages provided to the r�nfer or student by Operator; . 2. �iscusses when and how the insurance covarages apply; 3. Indicates where additiona[ information can be abtained; and 4. Ad�ises the rent�r or student that additianal insurance caverage is available. �-= ..,�.��,--�„�.,��_= �..�-_ ��.�_: �_�z.���--��,�..__�„-... _�� .,�G.�.-„_.n � �: �,.�� Aviatian Minimum 5#andards ..�.'. - .__ _ ��__-�� _ ���� -- . � 2D Ci�y ofi Fort Worth Aviation Department (J�t1y 22, 2074) FORT �ORTH �x�vN A�RCR��T CHr4RTf�R OR ,41RCRA�� MANAG��N�NT OPE�2ATOR (SASOj -�- ��. .....«. _. �_�.� � _ �,-�-a�;,.� :��.-�,r _ w�.�-: ---�,�.,��`�::,�,M,������:��.,:- . --.�_�-.� , ...�� s-. �_ �. .. AIRCRAl�T CHARY�R OR AIRCFiAFT Ih1iANAG�MEfVY OP�RAiOFt (SASO) A. Introduction These Minimum Standards shall not affec� any existing Impr�vements construc�ed prior ta date af promulgation of tnese Minimum Standards. �. Leased Premises An Operator engaging in this acti�ity shall have adequate Leased Premises, as approved by the Depar�rr�ent, tn accammodate all activitjes of Operatar. In addition, ali Improvements shall meet all applicabEe buil�ing and fire codes related to the activities C. Licenses and C�rfifrcafions An Operator s1�a11 ha�e all appropria#e certifications, lic�r�ses, permits, insurance and approvafs. �. �mployees An Operator shall employ t�e following minimUm number of empfoyees who shall be a�ailable during required hours flf activity: ErnpEoyees Commercial Pil�� �,�w ��w ��s 1 I 1 1 Customer Service Represeniative I � � 1 I 1 o A Pilot rnay fulfill the responsibi{ities of the Customer 5ervice Representative unless the Pilot is not available. An Op�rator shall em�foy ana Customer 5errrice Represeniati�e as an �mp�oyee who shall be available during hours of activity. lf an Aircrai� Management Operator is praviding pilot services, tt�e Aircraff Management Operator shall employ at least one Cammercial P�lot as an employee w�a shall be a�aifable as needed. g. Lquipmenf An Operator shall provid� at least ane certified and continuously airwarfhy Aircraft, either owned, leased, or operated by the �perator, for the type of Aircraft charter service being provided that shall be equipped far and fully capabfe of flight under instrument conditions. F Nour.s of Actr"vity An Operator shall be open and ser�ices shall b� a�ailable to meet the reasonable dernands of c�stomers for this acti�ity, An Operator's initial response to a prospecti�� customer's inquiry shall not exc�ed anE hour. �T.��= -�=�.�.:�:,�,,.�,,,��.��_.—�.,_,� -�:,�.��._-��-�-�:..:_--�._-�„g�..:.�.�-�,�._- ��-.��,-,�._����,��� �-.:�-��:�_._-�_,� _ _.�,. A�iafiio� Minirrzum Standard.s 2� Ciry of Fort Worth Aviation Deparh-nent (July 22, 2014) FORT�VORTH �v�a�a�v AI�CRAFT SALES OP�RATOR (SASO) .� ...—,�_._r�,.,,_- _ � � _ _�� _�v._�_ _�,��_�. �._��. .� -,::�,�.:,,:.�: �,.��.`_����_ .��:K� �_- _�,-� � . w:;.�_ ,..M��.� AIRCRAFi SALFS OP�RAT'QR �SASO) -sNA� ._ A. lntroduction These Minimum Standards shal{ not affect any existing Improvements constructed priar to daie of promulgation of these Minimum Standards. �. Leased Premises An Operator engaging in this acti�ity shall have adequate Leased Pr�mises, as approved by the Department, ta accommodate all activities of the �perator. In addition, all Impro�ements shall meet all ap�ficable building and fire cades related to the acti�ities C. Dealershrp An Operator, who �s an authoriz�d factory sales frar�chise, dealer, or distributor either on a retail or who[esale basis, shali ha�e available or shall make avaiiable with reasonable advance notice at least one current madel demonstratar of Aircraft in each of Ets curr�ntly authorized �roduct lines. D. L�censes and Cerfffications Employeas sha[f be properly cerkificated by the FAA, current, and hold the appropriate ratings and medical certificaiion for pro�iding flight demonsfiration in all Aircraft offered for sale. �. Hou,rs ofActivity An Operator sna�l be open and services shafl be a�ailab[e to meet reasonable dernands of custamers for this activity. The �perator shall have a Customer Service Representative (CSR) available or ut�lize another on-site Entity's CSR. ��.-.��.�.��.� . _ ��:�.�:.�.x—�-_ .-�_ ���..s��- .�,_, _u-.�--_-_��:-- - _..._,..,��.--T��_�:_� �,.,�,. - A�iation Minimum Siandards f22 City af Fart Warth A�iation Department (July 22, 2014j �ORT WORTH � AVIAI7DN AIRCRAFT 5T'OC�AG� O�ERAiOR (5AS0) .-�._,.,,,.---�= ---._T.� .�.-�„� •.—��.:��._..,,, ._..�._�� �-�:<:�._.-:�:-,�,��_ .__-.._s,sr,,�,.:�3.-� �..x1�v�,.�u.��� .-, AIRCRAFT STORAGF OPERATOR �SASO) A. lnfroductron These Minimum Sfandards sha!{ not affect any existing lmprovemer�ts constructed prior fo date af promulgation of these Minimum Standards. B. Leased Pr�mises An Operator �nga�ing in this activity shall ha�e adequate Leased Premises, as approved by the Depa�iment, to accommodate all acti�ities of the Operator. In additian, a�l Improverr�ents shall meet all applicable building and fire codes related ta the activities. C. Hours of Ac#ivity An �p�rator sha11 ensUre the faci[ities are rea�ily accessible fior use 24 hours a day, 7 days a week including hofidays. ,-��..�«..--u��.,-.�K:..��:�_���..�,�:.-�-��.��.�.,.��-�:_��_-:.-._.�..,--�:-,.� .��_��:����::u.: _..—:��..r_..a_ ..��-��.-�,�-,�_��,.�,-,�-�..� Aviation Minim�m Standards 23 City of �ort Worth Avia#ian Department {July 22, 2094} FORT �DRTH A'VIATION AVIAifDiV 5ERV1C� SOL� P�OPRIEiOR � �� =�,�:-.,.�:��:��z�.��:.::-.�,�:�.�,�a _—:�. --��.. �._.,. T-�--.�� . _�—.�. .�.:.-r� :�::sR ��_�������:�. Al11ATlON S�RVEC� SO�E �'ROPRC�TOR � � A. lnt�roducfion These Minimum Standards shall not affect any ex�sting lmpro�eme�ts constructed prior to date af promulgation of �hese Minimum Standards. In recagnition of fhe natur� in which certain services are currently being pro��ded to general aviat�o�r customers at the Airports, the City has established a speciaf Operator category through wh�ch certain services can b� pravided to the ownerslOperatars of piston powered Aircraft. An Aviatian 5ervice Sole Praprie�or is a Cammercial Operatar enga�ing in one of the following services: 1. Aircraft MaintenancelAvionics Maintenance - providing Aircraft maintenanc�, parts, accessori�s, and related components, as defin�d in 14 CFR Part 43; pra�iding maintenance or alteration of Aircraft radios, electrical systems or instrumen#s as defined 9n 1A� GF'R Part 43, Apper�dix A for piston power�d Aircraft other than those ow�ed, leased andlor operated by t�e Operator on tt�e Airpor�; 2 Flight TraininglAircraft Rental - pra�iding flight instruction andlor Aircraft rental to �he public at the Airpart; or 3. A person holding a current FAA cer�ified flight instructor certif�cate, who provides occasional flight training and does not make flight trafning a�ailable to the public, shall not be deem�d a commerciaf acti�ity. An Aircraft awner seeking initial or recurrent training in their own Aircraft may cornpensate a flight instruc�or for instruction fia the owner in their own Aircraft. B. �eased Premrses An Operator engaging in this activity shall ha�e adequate Leased Premises, as approved by the Depar�ment, to accommodate a!l activities of the Operator. In additian, all Impro�ements shall m�et ail appficable building and fire codes related to the activifies. C. Lmploye�es An Operatar may nat employ any other persans other than himse�filherself on a full- time basis. The �perator shall be properly trained, cerkified, ar�d currer�t for the work being pe�Formed in accordance with reau'irements of the FAA andlor other regulatory bodies. Temporary �art-time help or Temporary Specialized Aviation Service Operatars shall not be cansidered as fu11-time employees. If, at any time, the Operator employs or pro�ides compensation on a full time basis to any other person, oiher than the sole proprietor, the Operator wili be required to meet the Minimum Standards for the services being provided. D. �qui,pment Aircraft Ma9ntenancelA�ionics Mainte�ance - the Dperator shall ha�e a!I reasonably necessary equipment for the proper p�rformance of servic�s being provided in accordance with the manufacturer's specifications and applicable FAA r�gulations. �, �.�_�--�-�_-.:,�..�-�.�� .��tr�,�r.���._�...�,� ,�.._ �.�,_-� _-�-�A-�..��,�-..:_� �.x ��-��....� �.�s:�-�._:,�-�-���.�.:��.. A�iation Minimum Standards 2'� City of For� VlJorth Aviatian bepartment (July 22, 2094j FoR�r�oxTH AVEATION AVIATf��1 SERVIC� SO��. PROPRIETOR �.,���-N:: : �.: _�� =�� —�,��---W-:�._�.—.._«�.,, �..Y ,-.::�� y���-�,_ _--_��,���:-=_ ,���--,�y_—,���: Flight TraininglAirc�aft Rental - the Operator shall have at least one properly cer�ified and airworthy Aircraft available for the s�rvices offered. All Aircraft shall be owned, leased, andlor operated by the Operator. Flight Training - Operators shall �ro�ide, at a minimum, adequate training aids necessary to provide proper an� effectEve ground schooi instruction. E. K'ours of Activify An Operatflr shall be open and services shall be available to meet the reasonable demands of c�stomers for this acti�iiy. I�. lnsurance Disclosure An Operator conducfiing Aircraft flight training ar Aircraft renta! shall post a notice and incorporate within its rental and ins#r�ction Agreements, and provide a copy af such notice to the Department, #hat: 1. Identifies tne insurance coverag�s provided to fihe renter or student by fihe Qperatar; 2. Discusses when and how the insura�ce coverages apply; 3. Indicates where additional information can b� abtained; and 4. Ad�ises the renter or student that additional insurance coverage is available. _ .__ _�,ti_� ��._�.._�,..,�_:�} ��-.,.. _ .:,::�.;�.,�...�._�.-�_. .��, .,.. �,�,�s� _T..� _ ��. _�n�._. _�-�,.��.._.x.� �d .,..L,-. �� ���.�� a, A�iation Minimum Stanciards �� Cj#y af Fort Warth Aviafian Deparkment (July 22, 2014) �Q�T WORTH AYIATIOIY O�'HER CO[Vf��RGIAL �EROf�AUiICAL �lCiIVIiI�S (SASO) --�����_s —�. � �,�_��_�.. ����,,� -- - - -- _ - --�_.�.m_. _�_v�. ,�„��:- - .�_��=—._-_,:� : ,. ��_� �.��.. _ � �THER �OiVff�ERCIAL AI�R�Np►UTICAL ACTIl/iTIES {SAS�) A. lntroduction This section pertains to other commercia[ SASOs engaging in Limited Aircraft Services and 5uppart acti�ities, Miscefianeous Commercial Services and Su�apart acti�i�i�s, or sir transportation services for hire acti�ities, as follows: 1. Limited Aircraft Services and Support; 2. Miscellar�eous Commercial Services and Suppart; 3. Other Air Trans�ortation Services for Hire; and �. Non-Profit Organizations. These M9nimum Standards shalf not affect any existing lmpro�ements constr�cted priar �o dat� of promulgation of these Minirrium Standards. �. Leased Pr�mises An Operatar engaging in this acti�ity shall have� adequate Leased Premises, as approved by the Department, to accommodate afl acti�ities of the Operator. ln addition, all lmprovements shall meet all applicable building and fire codes related to the activities G. �mployees An Operator sha11 pravide a su�Ficient number of employees to carry out activity in a safe, secure, efficient, prompt, courteous, and professional manner while also me��ing the reasonable demands of customers for the acti�ity. D. �quipment An ��erator shall ha�e, based at the Air�ort, sufficient �ehicles, eqUipment, and, if apprapriate, one certified and continuously airworthy Aircraft either awned, leased, or operate� �y the Operator. Ar� Operator shall have sufficient materials andlar supplies available to s�pport the activity. �. Hours of Activity An Operator shafl be open and 5ervices shall be available during fhe hours maintained by qualifi�d and experienced entities pro�iding comparable services andlor engaging in similar activities at comparable airparts in like markets. An Operator's services shall be available to meet the reasonable demands of customers for the activity. .:-�,::<-�.,..�--�,--= � :�---�....�� �:�:.�..= .�.�-�-.m, _�.-_� �_-��. � �.T_ -.����:-�-ti- ..��-.�_-�„-�:.._-� �_.:.����-.».�,�.� A�iation Minimum Standards 26 City of �ort Worth Aviation Departrr�en# {Jr�ly 22, 20�4) s��F Fu��E�� A. Introduction Non-commercial entities engaging in self-fueling shall also be required to fully comply with applicable regulatory measures and submit an app[icatinn for a Self-F�eling Permit. B. Permf#/Appraval No Entity shall engage in self-fueling unless a �alid Avia�ion Self-Fueling Permit authorizing such acfivity has been obtained from the Department. Such Entities shafl herein be r�f�rred to as self- fu�ling Permittees. The Aviation Self-Fueling Perm�t shall not reduce or limit self-fueling Permittee's o�ligatians wifh respect to th�se self-fueling standards. Prior to issuance, a self-fueling Permittee shaii provide evidence of ownership any Aircraft being fueled by self-fue�ing Permittee. C. Fueling Reporfs On ar before the 15t'' calendar day af the s�bsequen� manth, a self-fue[ing Perm'itfee shall: �. Provide a summary repor� ta the Department identifying the numb�r af gallons of a�iatian fuel deliver�d to fuel storage facility by fuel typ�; 2. Prov�de �i11 of ladings, as rece{�ed #rom the fuel supp[ier for fuel de[ivered, in suppori of the summary report; and 3, Pay the appro�riate fiees du� to the Depar�ment as stipulated in the Department's Schedufe of Rafes and Charges, Upon request, recards and meters shal[ be mad� availab{e for re�iew by the Depa�tment, or its designated representative. In the case af a d�screpancy between the amount of fuel reporked to be defivered ta the self-fueling Permittee and the amount �f fuel reported by the se[f-fueling Permittee, the greater amount shall prevail and the self fueling Permittee shall promptly pay all additional fees due the Department. The Department has the right fo terminate the self-fueling permit if any ��olations in reporting are faund. D. Fuel Storage and �quipment A self-fueling Permittee shall demonsfrate that satisfactory a�rangements have been mad� for the storage o'f fuel thraugh self-fueling Permittee's f�el storage facility andlor equipment located in a designated fuel storage area specified and appraved by the Department and agencies ha�ing jur�sdicfion. Fuel starage tanks shall be for the exclusive use of the self-fueling Perm�tt�� only. Entities au�horized by the Department shall lease land and construct or install an abnve ground fue{ starage tank in the designa#ed fuel storage area. In no e�ent shall the �otal sfarage capacity be less than the fal[awing, f�r th� fue! type utilized, as specified on the self-fueling permit: F.u�!'�:orog2 aii�i ���ui1>rnen� t _. . -._ - — — — . .. �� �7ViW FWS Jet fuel Storage - minimum total capacity (gallons) Equipment — minimurn capacity nf a refueling vehicle (gallons) Avgas Storage ar E.quipm�nf - minimum capacity (gallons} T Q,Q00 10,D00 10,000 2,000 2,000 2,00a 750 750 750 o Refuel{ng vehicles s�all be for the exclusive use of fhe self-Eueling Aermittee oniy. . Refueling �ehicles are nat permitted to leave the Alrport for the purpose of obtaining fuel. . Fo.r each tvae fuel utilized, a fixed self-ser�ice fuel9ng system is optional. __ Dacumentation shall be available at the fuel storage facilities that identify the F'AA N-number{s) af the Aircraft permitted to be self-fueled un�er the A�iation Se[f-Fueling Permit. A self fue�ing Permittee shall be liable and shall defi�:nd, indemnify, sa�e, protect, and hofd harmless the Depar�ment for all feaks, spifls, ar other damage that may result through tha handling, storage, and dispensing af fuel. Fuel deliveredldispensed by a s�lf-fueling Permittee shail fully comply with quality specifications outlined in ASTM D1655 (Jet fuel) andlor ASTM D 1990 (A�gas), as applicable. Ensuring the quality of tha fuel is the sale responsibility af the self-fueling Permi�te�. �.e�tering, no less than six inches in height, shall be an the side of the refueling �ehicle that identifies the FAA N-nurr�ber{s} of the Aircraft permitted to be selfi�fu�led under the Aviation Self-F'ueling Permit. Refueling vehicles and all fueling aquipmen� shall be equipped and mainiained fio fully comply with applicable regulatory measures but not limited to those prescribed in Sectian �4.F. af these Minimum Siandards. A s�lf-fueling Permittee shall have satisfac�ory arra�gements made with a reputable aviatian peiroleum supplier far the delivery ofi aviation fu�ls. Prior to engaging in selfi�fueling, that includes transporting fuel onto the Airport, a seff fueling Permittee shall provid� the Department with a written SPCC plan that meets applicable regulatory measures for fuel storage faciliti�s and the self-fueling Permittee's activities. An updated capy of the SPCC plan shall be fil�d witY� the Deparkment at feast 30 calendar days prior to any planned change in operations. A self-fuef�ng Permifte� shall develop and maintain SOP's #or fueling and shall ensure compliance with standards sef forth in AC 00-3�A, "Aircraft Graund Handling and Servicing". A self-fueling Permittee's SOP's shall inciude a training plan, fuel quality as5uranc� procedures and associated record keeping, and emergency response procedures to fuel spills and fires. �. Complrance with €n�ironmental Laws Fuel storage andlor #he fixed fueling station and all fueling eauipment shall comply wifih all applicable federal, state and local enuironmenta[ 1aws, rules and regulafians. A self-fueling Permittee shall notify the Departm�nt immediatefy upon th� occurrence of any violatian of the environmental laws ar any event that may affect the environmental cnndition of the fiu�1 storage facility andlor the fueling station and all fuel�ng equipment. F. Remedration and Insurance R�quirements A sel#-fueling Permittee shail be fully respansible for the violatian of any env�ronrnental laws caused, in whole or in part, by se[f-fiueling Permittee, its officers, a�ents, servants, employees, cantractors, subcontractors, ar in�itees, whether such violation �ccurs during the currenf permit period, or during a previous period in which the self-fueling Permittee operated the fiu�l storage facifity andlar �he fueling sfatian and all fueling equipmenf. As assurance to the Department thai the self-fueling Permittee is reasonably able fio comply with the reauirements of this Section 17, the self-fueling Permittee shall procure and maintain an Enviranmental Impairment Liability Insurance Policy that pravides coverag�, per occurrence, fior any incidents involving �he fuel storage #acility andlor the fuefing staiian and all fueling equipment, in accordance with the Departm�nt's Minimum fnsurance Requirements. G. Personnel With regard to safety procedur�s, self-fueling Permittee's fuel dispens�ng employees shal{ be pr�perly trained in an FAA approved fiire safety �rogram, as defined in 14 CF'R Part 139.321 current �arsion. f�. Permit Revocation A self-fueling Permittee shall not se[! andlor �ispense fueis to based Aircraft or transient Aircraft that are not owned or leased, and operated by the self-fueling Permittee. Any such selling or disp�nsing shall be graunds for immediate revocation of the self-fuefing permit by the Department. V4 �xhl�Oi� � A�'VV �irpo�rt ��I�s �nd ���ula�i�ns February 24, 2021 For this addendum, the �erm "Operator" means a"Commercial Operator", as described in �he City of �ort Wor�h A�iation Minimum Standards. A.� High Power �ngine Runs The varied range of aircraft opera�ing at �ort Worth Alliance Airport {AFW� include many powered by high-airflow turbo�et and �urbofan engines. Maint�nance neeessary for �he propulsion sys�ems on these aircraft require that the engines be run a� power-lever-angle �PLA� settings sirnula�ing the installed operational flight pro�File. This high- power run up stresses the engine and i� must pass �his test to be eleared for flight. The high-power engine runs take a considerabfe leng�h of time, and the high-��locity, high tem�erature �^'1500 °�j, expansive noise contaurs �dBA>100) characteristic of �hese run ups prohibit conducting ihem on the operaior's ramp, or elsewhere on �he airfield without special pro�isions. Alliance Air Services (AAS) can accommodate this testing by utilizing ��, - i 1� . }��—. the blas� walls �,'�� •� . � '� . , located on �he '' ���� �--'�. , ��:' north � ��;��� � ���� . � � � ramp to the GDC shown in : ti. � � F.Y'�� . �# � � ��� � �� � �'�: adjacent hangar as Figure �.. � V4 To utilize this facility the aircraf� must be �taxied or iowed into posiiian and secured by fihe opera�or. Operator personnel or �heir qualified subcon�rac�ors will be requ�red �o initiate and moni�or the engine runs. Also, �o mitigate th� o�erall risk of �his test a!� persons authorized to supervise or directly pa.rticipate in engine ground running from the flight deck who are not pilo�ks or flight engineers must have recei�ed bo�h initial and recurrent qualification for engine ground running duties. A.2 Airpor� �oundary Securi�y US Code 14 CFR 1�9.335, "Public Prot�ction", and �he City o� Fort Worth Ord. 16931, § 1., adopted May 9, 2�06, as amended "Fort Worth A1liance Airport Access" both require that the airport be secure from �ntry by non-authorized personnel, wildlife, or vehicles. As documen�ked in �he Airpor� Certificafiion Manual (ACM), the principle means of achieUing this requirement is joint participation by all operators on the airpor� to de�elop or revise the seeurity sec�ion of the ACM plan. Key elements of the plan are �1} personnel access control, and �2� perimeter con�rol - a physical barrier �fence) around the airport boundary and assocEated �echnology. AZ.1 �ersonnef �ecurit�+ Author�zation for access to an operator's fiaciiities is the responsibili�y of that operator. Identificaiion of personnef assigned to wark on �he operator's ramp is necessary to mainta+n con�rol of �khe mo�ement and non-mo�remeni areas. 5e1� badging of all personne� is s�rongly encouraged. Training in the requiremen�s of Part 139.329f303 for all personnel working on any public ramp is also required. All subcon�ractor persor�nel or other non-cleared personnel v�rill be escorted by appro�ed operator or AAS personne! a� all times. The operator must also inform and train his personnel to remain on their ramp and to stay clear o� z va taxiways leading to adjacent operaior ramps unless specifically cleared for this access by ihe AFW Airport O�erations Manager. A2.2 �erirne�er Integri�y Perimeier security poses a significant challenge for the AFW. Layers of security �hat include fences, cameras and patrols are necessary �o meet the chalfenge of securing this large and complex airport. The right of access to the airpor� grounds to conduct fligh� opera�ions is granted io each operator by § 3-284 "Access Permit" of the C�ty Code. Howe�er, § 3-283 "Off-Airport Parcel Uses; Access Area; Access Taxiways; Prohibited Uses." provides that "the [opera�or's} access area shal� be sepa�afied from the remainder of the off-airport parcel by a wall, fence or other physieal barrier. The city or the authority responsible for operaiion and safety of the airport [AAS] shall ha�e the right to enter the access area to inspect or per�orm other regulatory requiremen�s. All safety and opera�ional rules and regulations applicable to the airport shall be applicable to loperator's] access areas. No rules or regulations of the ci�y shall affect the access righ�, other than this article and the regulations." �ccordingly, the perimeter �Fence and entry gates surrounding the airport are inspected da�ly by AAS to ensure they remain intact. However, fencing and/or ga�es securing the operator facilit�es connect �o the AAS fence to form the complete airport barrier. A breach of this par� of the fencing thus cons�itutes a breach of the o�erall airport and requires immediate notification of AAS and correc�ive action by the opera�or. Failure to respond with the nec�ssary actions in a timely manner may resul� in revocation of the operator's access permit as stipulated in § 3- 284 and/or shall consti�ute a misdemeanor and be punishable as provEded in § 1-fi of �he City Code. It is thus required �hat the opera�or verify the integri�ky of his por�ion of �he airport perimeter fence daily. Physical inspeetEon is �he preferred means for doing this, howe�er, a 3 V4 com�ination of inethods us�ng CCTV cameras, mo�ement sensors, and/or FAA�approved drone fly--o�ers are also acceptable. ���� ����� �.����� _. y �� ����� �-� Adopted by the Fort Worth Giky Council Septernber 15, 2d20 : M&C 20-0638 . Re�ision Dafied: April '1, 2021 MS�C 21-018'i �� ���_ ��►��- ��� _ . _ �_ �.� V y � i-�_� �r � - �Tueirlg 787J(or�c�rr�r� p�To►t lNtsrf�i �rTt'�Llrrrrn �rrternnt�a�ao! 1++��urt TABL� O�CONTENTS AViA710N DIf2ECTOR AUTHORITY— QEPARTMENT OF AVIATIO�I (DOA) ........................................... 4 ANNUAL ADJUSTM�.NT QF RATES AN� CHARGES ............................................................................... 4 LANDING ��ES FOR ALLIANCE AIRPORT ............................................................................................... 4 CommercialLanding Fee ..........................................................................................................................4 Non-Gommercial Training or Maintenance Landing F�� .......................... Errar! BooEcmark not defined. Military Operations Landing �ees ............................................................................................................. 4 OFFICE SPACE ...................................................:.......................... .... 5 ......... ................................................ Meacha�n Admir�istra#ion Buflding ............................................................................................................. 5 Meacham Administration Buiiding — 3�d Floor Conference Cent�:r ............................................................ 5 ENTRANCE SIGN — Meacham and Spinks airport .................................................................................. 5 HANGARSPACE ......................................................................................................................................... 6 7-Wangar Space - MEACHAM ................................................................. ......................... ........................ T-Han�ar Space - SPINKS ....................................................................................................................... 6 BOXHangar Space - SPWKS .................................................................................................................. 6 CommunityHar�gar Space - Spinks ...................................................................................._..................... 6 StorageRooms - SPINKS ......................................................................................................................... 6 Aircraft Parking — Monthly {city managed ramp space only} .................................................................... 7 AircraftParking — �aily .............................................................................................................................. 7 LANDLEASE .................................................................................•............................._................,............... 7 Land Per Square �oot— Annua[ly ............................................................................................................. 7 AIRPORT ACCESS FE�S (THROUGH THE FENCE) ................................................................................ 7 Alliance Airport— Access Ordinance 16931-05-2006 ............................................................................... 7 U.S. CUST4MS F�ES .................................................................................... .............................. 7 ............... MEACFiAM 1NTERNATIONAL AIR�ORT ................................................................................................. 7 Meacham international and 5pinks Airports ................... ................. 8 AIRPORTFUEL ............................................................................................................................................ $ Fuel�arm USAGE fee ............................................................................................................................... 8 FuelFlowage Fe�s ..................................................................................................................................... 8 M15C�LLAN�OUS F��S ............................................................................................................................. 8 LataFees .................................................................................................................................................. 8 Fees related to bevelopment on an Airport (Including but not limited to Sur�ey, Easem�nts} ................ 8 LeaseAssignment Fee ................................................................................................................. .. S Manth-ta-Month Leases ............................................................................... ............ 8 ....... .......................... CONTRACT AMENDMENT FEE .............................................................................................................. 8 Development/new lease(s) fee ................................................................................................................. 8 KeyCopy Fees .......................................................................................................................................... 5 LEASE VIOLATION FEES ........................................................................................................................ 9 PAGE20F10 �ao�iTioNA� PRovisioNs ....................................................................................................................... �a Devefopment Application ...................................................... ... 10 ............................................................... Lease Expiratian Pena[ty .......................................................................................... .... i0 DEsclaimer............................................................................................................................................... ifl PAGE30F1U AV�AT[OM DIR€GTOR AIJTWORfTY � D�PARTAR�iVT OF AVIATIOAi (pOAj The Qirector is authorized �o assess orwaive fees that are not specifically addressed in the Rates and Charges such as the use of ofFice eq�ipment, carports, and rriisceqaneous construction by �epartment resources, feas associated with private developmen# and other aviation reEated fees and charges that may occur on an infrequent basis. Lessee may not undertak.e or allow any party ta undertake any kind of alterations, erectian, improvem�nt ar other construction work an ar to the premises unless it first requests and receives approval from the birector or hislher aufhorizeci represen#ative. These rates and charges pe�ain to all Fort Worth Airports unless oiherwise noted per sec#ion. ANNUAL A�JL�SiIN�N'� O� Rr�i�S APID CF�AR{'s�S Existing Lessee's which are subjeet to an annual Consumer Price Index (CPI} adjustment shall be adjusted by ane point eight percent (1.8%) as of October 1, 202Q, per their current lease agreement. Month-to-month leases will reflect current rates and charg�s as d�s�ribed belaw. The CPI adjustrnent is based on the Cansur�er Price Index, ❑allas-Fort Worth for all Urban Consumers for All items for November 2099. LAN�ING �'��S ��R ALLI.�4N�� �iR��R� COhflM�RCIA� �APl�11dC ��� A Cammercial Aircraft Operation {Non- Signatory) is ane that does not have a Use or standard Cargo Carrier Operating Agre�ment ("Agreer�ent"} with the City of Fart Worth; and conducts aperations at Fort Worth Alliance Airport under �AR Parts 12'I, 12�, 129, 135 wifh a Maximum Certified Gross Landing Illleight (MCGLW) over 40,000 pounds. No fanding fee is assessed at Meacham or Spinks Airports. �Eon-SiqnatorV Landinq Fee Rate The Non-Signatory Raie for Non-Signatory Airlines is $1,98 per 1,fl00 povnds maximum landing weight effective 4/01/2021 — 913012021. Landing Fee per 1,000 }aounds $ �.98 Minimum Landing Fee $ 400.00 Signatory Landing Fee Rate The Signatory Rate is calculaied pursuant to the formula sc:t forth in the Agreement and is applicable to thase Airlines that exec�te an Agreement with the City of Fort Worth {"5ignaiory Rate"}. Landing Fee per 1,OD0 pounds $ 1.65 Minimurri Landing Fee $ 85.00 AAILITARY OPI�RATIONS {..ANDfNCy F��S Mifitary operafions are exernpt from landing fees if the aircraft is acting on the behalf of the military und�r the jurisdictional control of the armed farces af the United 5tates or the iVational Guard. Foreign military aircraft are subjecf ko rates fisted above. PAG�40F10 ���ic� s��►c� MEACFEAM A�MlPE15TRATION fSUIL�II�G Lower Le�el $ 14.�plsq.ft. First Floar $ '[6.501sq.fE, 5econd F'loor $ 'i7.501sq.fi. Third Floor $ 18.5plsq.fit. FBO Space $ 22.501sq ft �ntrance Sign $ 100.00Imonth Il��ACHAI�A ,"�MINISTRAT��I� BUl�91NG — 3R° F�OOR COfVFr�R�fdCf� C�I+�i'�R '!?Ld:*L! :Q�+es �i�urly �ay Rate I Tenant (8-51 M-F) � 50.0� $ 400.QQ Tenant (Afterhaurs 1 Weelcencis ! HoEiday) $ 75.00 $ 675.0� City Qepartrrtent {8-51 M-F) $ 2�.00 $ 250.00 Ci#y Department (Afterhours I Weekends 1 Hofiday) $ 3Q0.00 Nan-Tenant For-Profi�ICommercial (8-51 M-F) $ 500.00 Non-Tenant For-Profi�lCornmercial (Afterhours 1 Weekends 1 Holiday) $ 750.00 Nan-Tenant Non-Profit (8-5 I M-F) $ 25.Q0 $ 250.00 Non-Tenant Non Prafit (Afterhaurs 1 Weekends} $ 25.00 $ 300.OD Additi�nal Fess Refundable Deposit ' ;� �Op.QO 5et-Up & Tear-Down�` $ 75.40 Clean-tap Fee $ 75.00 *If mulfipl� room sat-ups are required, addifiona! set up fees may be assessed. If tn� roam is needed for longer than 4 hours, an aefditional haurly rate wifl be deferrr�ined based on the e�ent. Contact t�e A�iation Administrative Offices at 89i-392-54DD to obtain infarmation on the rental of the Conference Center. ENTRAWC� 51GP1— II��AGWARlI AIVD SPlNKS AIRP�RT �nirance Sign $ 100.00lmonth PAGE 5 O� 10 �AR�C�ea �PACL '��IiANGAFt SPACE � MEACHAM T-Hangar End Unit Space Im}�ro�ed $ 80,001manth 7-Hangar End Unit Space Unimpro�edlStarage $ 80.00Imonth T-Hangar Space — 907 sf $ 425.00Imonth T-Hangar Space — 983 sf & 897 sf $ 43�.00lmant� T�WANGAR SF�AC� � SPIIdKS 858 square feet $ 325.00lmonth 1,Q08 square feef $ 350.401monkh �,114 squarefeet $ 4.0O.00Imonth 1,386 square feet $ 475,00lmonth 1,650 square fest $ 50fl.001manth 1,698 square fee# $ 525.00Imonth BQX HA�ICI�R SPAC� n S�IPIKS 3,OQ� square feek $ 95�.OQlrrmonth 3,600 square fee# $ 1,250.00Im�nth 6,600 square fee# $ 2,100.00lmonth COMMUNITY HAAiGAR S�AC� - S�lPIKS Singfe-engir�e ptston $ 225AOlmonth Twin-engine pistan $ 320.00Imonth S�ORAG� ROOMS � SPINKS Small Open $ 36.O�Imonth Large Open $ 72.QQIrr�anth Clos�d $ 52.00/month PAGE 6 OF 10 AtFtCRAFi PAFtKING — MONI"HLY (CI'1"Y AAAF+lAG�D �AAIiAAP S�AC� OhIL,Y} 12,50Q Ibs, and under $ 55.pQlmonth 12,501 Ibs. to 6Q,OOD Ibs. $ 600.00 60,00'f Ibs. to 'f00,040 Ibs. $ 940.00 1QQ009 Ibs., to 300,000 l�s. $ 1,840,Op 3QD,001 Ibs. and abo�� $ 2,250.OQ AIRCIiAFT Pl�►RKING � QA1LY 12,540 [bs. and under (Meachart� & Spinks} $ 15,00 12,500 Ibs. and und�r (Alliancej $ 20.00 12,501 Ibs. to 60,000 lbs. $ 40.00 60,001 IEas, to 'fOp,OpO Ibs, $ 60,04 10�,001 lbs. to 300,000 I�s. $ 120.OQ 300,001 Ibs. and above $ 150.00 The daily rate will be applied for any parking or� pubfic aprons up to 24 hours. All weight calculatians are based on Maximum Certifed Gross Landing Weight. �A�V� ���OS� LAAdD P�R SAUA�� �04� — APII�l1A1.L.Y Ground l,ease Alliance $ 0.491sq.ft. Graund Lease Meacham $ 0.471sq.ft. Graund Lease Spinks $ 4.311sq.ft. �I��O�� dCC��S ���� (Yli��l1(�H �'H� ��NC�') ALLII�NC� AIRP�RT—ACC�SS OR�INANC� '16931-0�-a00B Air carrier pr large aircraft user $ 1650.ODImonth General aviation or small aircraft user $ 650AOImontf� �l.S. C�I��Oi�l� f���� M�4CFiAM INT�RPIATI�NAL AIRFORT �uring. Regular Business Hours $ 300.00loperatian After Hours, Weekends and Holidays $ 500.00loperatiort Disposal Bag Fee — First Bag $ 200.00loperatian Additioroal ba s $ SQ.Qa1 er a eratian PAGE 7 �F 18 iNEACHAAII INTERNATIONA� AND S�INi{S AIRPORTS Fee is the land per square foot rate for the airport multiplied by the square footage of the hangar adjacent fo the airField. AIFt�ORi FU�L- �U�� FARIW USAG� F£E A monthly fee is assessed to any tenant that self�fue[s. This appli�s ta FBO Leased faciljties or non-FBO leased facilities. Monthly Rate All Airparts $ 40�.00 �UI�L �1.01MAG� ���S The follawing fuel flowage fess are estab[ished on all fue{ deli�ered to the airparts. Rates are rounded to the nearest penny. Fixed Based Operatars (Gallons) $ 0.1$Igallan Self-Fueling (non-FBQ/Exclusive Use Tenant) (Gallonsj $ 0,291gallan � Ope�ators wY�ich pay a landing fee at Fort Worih Alliance Airpork are exempt from the fuel flowage fee. a Guidelines for fuel flowage are outlined in the Minimum Standards adopted as of August 15, 2�17. MISC�LL,�N��l1S ���S LATI� F�iES Rent is due on the 15t of each month without demand. Monthly rentals and fees are suhject to a la#e charge at th� rat� of 10% of the monthly rental rate for each manth, ar portion of fhe mo.nth, thaf any manthly installment is past due. A separate computation and payrnent of such late charge shall be made on the outstanding balance that is past due. Therefiore, if two monthly in.stallments are past due, the la#e charges shall accrue on the total outstand'rng ba[ance. ���,S R��Ai�� TO UEVELOPt1R�fdT' QW AN l�IR�OR7 (Including but not limited to Survey, Easements) The City of Fort Worth A�iation Department will obtain surveys on any property approved and negotiated fo move forward with de�elopment. 7he survey fee ta be collected up front is non�refund.able and is based on Surv�yor's cost �stimake. N�ed to change to [nclude any fees related to development....surveys, inspections or easements...,but not limited to. L�ASE ASSIGi�1MEf�i FFc� Meacham and Spinks Airport: Upon appra�al, if a tenant assigns their right, title, and interest of their property to another individual, a$1,000.00 lease assignment fee will apply. t�AONTb TO iVlfONTb ��ASFS Month-ta-month leases are subject to a'[0% premiurn abo�e the standard rate. CONTRACT A(IAENDl4AEi�ET FEFc Far tenant initiated contract amendments, a$ 4D0.00 fee will apply, D�11ELO�NAENi1NEW LF�1S�{S) ��CE Far new development application ar a new lease, a$ 1 Q0.00 fee will apply. PAGE80F10 �r co�Y ���s Repfacement of last keys or extra keys pravided far renta{ spaces are $ 1 Q.QQ each. Keying fee, per door, is $ 50.00 GATE ACCESS Each Card - $ 20.00 Access Renewal - $ 20.00 TQII Tag - $20.00 Rep]acerr►ent Cards - � 25,00 ��AS� VIO�.I�T'IDN �'��S In an �ffort to reduce the frequency of common lease viofations, and maintain consistency, the DOA has established a lease violation po[icy. To cantinue as a top tier airpo�i it is important that Meacham International Airport maintain compliance in a.11 areas of airpnri operations. L.ease �iolations include, but not limited to, the following �iolation types: Examples af q�neral violatians repuirinq sqecified time for corrective ackion � Overgrown weedsl�egetation . DebrislTrash p Recreational �ehicles � Failure to obtain required �OA appravals � Leftover construction materials andlor equipment Ex�mples of Lease Adherence Violations: � Failure to submit proaf of insurance andlor insurance ren�wals o Repetitive �ast due notificaiions m Failure to meet cantracfival deadlines �xamqles of safetv and securitv �iolations requirinq imrr�ediake correcfive action g Unauthorized parking of any kind • Unauthorized gate access � Ofher safety vioiations o �ther security vialations Lease violation fees wil[ be imposed as follows, for occurrences of the same violation iype General, Saf�tv, and Security Violation Fees: '15r occurrence - �er�al warning 2"d accurrence - written warning 3"� accurrence - $ 100.00 4Fh occurrence - $ 5a0.00 5�h occurrence - $ 500.00, incl�ding, and up ta Lease termination. Lease Agreement Adherence Violation Fees: 'f st Letter - $ 35.00 2�d Letter - $ 70.00 3"� Letter - $ 1 �5.00 At the discretion of the DOA, Safety and 5ecurity vidlations may be subject to an immediate maximum �es without �erbai or written war�ing. Affer the fifth occurrence of the same violation, Lessee shall maintai� no violations far twelvc� {92) calendar months ta a�oid furkher ac#ion, including Lease terrnination. PAGE 9 OF 10 ADf�1�f8f�Al. F�RB�'ISIONS ��V�1.0�141PEN7 A#'PLIGAiIOW For any de�eloper w�o wishes to enter into a ground lease with associated mandatory improvements, a Fort Worth Aviation Departmenf Ap}alicaiion must be complet�d and submitted, along with the new development fee. The information submitted must inelude all additional materialsldocumentation requesfed on the application. Once sfiaff is in receipt of the compl�:te packet, staff will begin the re�iew process to determ�ne if the proposal is in the best interest ofithe Airport. 7he initia{ review pracess will not commence until all requesfed materials are submitted. ��A�� �XF'lRAiIOM I�I�Idl�,LTY Any lease agreement �hat expires prior to the execution af a renewaf [ease where the tenant had at least 30 days to execute a new fease prior to the expiration of the existing lease shall be subject to a Lease Expirat9on Penalty. Such agr�;ement shall automatically re�et# to a. ma.nt}�-to-month occupancy status and the tenant may be required ko pay a premium equal ta 10% of the A�iation Deparkmenf established fair market rental rate in additian ta the standard base rental rate, �ntil such time as either a perman�nt lease is executed or the tenant �acates the premises. DISCE�AIM�R Any additional Rates and Charges will be at Market Value PAGE 10 OF 10 Exhibit C v � n +�I �� � i o � i i � i i i � i if°} t� t/i� i�i' �✓+ tiyh HR 4PF 1/3 iPr W � N ll1 Ll1 Lfl LI'! �.f] l.(7 L.(1 �fl L11 t!'1 �1^'�'' tL1 lD tD l0 �D �D �6 l0 �O lO v �'�I r r r [� 1--� Y �--' Y-" r !� Z A c � � � � ,� a� +�r +t� �r � � +� +d� t� +n �, c�� csrt�ss rna�a��rnm���� ����������3 � � � z v � L a a � � � � a z c°� i � � '� 0 n. � � � -a � � � Q. d {31 b � u � C c� '� O � � cc � � � � (1! Q � � +'�+ � � ,_i° Q z a � � C � Itl di V � � � �. L � � 'a a � �° � � � � � � � � � , L � O r N C � L m J X�� w a LL � ' � O � a d �.^' O � LL Q � � w � ❑ L+'I 6].1 Li� � � � � � � �"F � � 0 � C O � � 0 51. N oG -a c 3 0 n. � � C.� � � "O 'D �� � � C C � �n cv ia � a a a a �� cu w p p � � U � U � � N O � O 4! 'a+ N '�' H � i � �C.. C3 +' � +°1+ C C � '� c � O 0. ����� a a 4 Q ¢ 1 � : � . � i U .a :a :w i� �a � � : � :z �3 ;o F „J 3 O r '� - � _ � io i � . LW � � Exhibit D Exhibit D— Affiliate Ope�ating Agr�ee�ie�at FORT WDRTH ALLIANCE AIRPORT FORM OF AFFILIATE OPERATING AGREEMENT ARTZCLE I- SCOPE QF AGREEMENT This Agreezneilt bet�veen the City of Fort �Vor�h (the "City"} and _(ehe "Affiliate") grants to the Affiliate certain rights to use facilities io conduct its air transportatio�� business as an Affiliate of [SIGNATORY AIRLINE] {the "Signato�ty Aixline") at �'ort Wort� AJ.lianee Auport (1;he "Auport"). The Cargo Carrier Operating Agreement between the City and tl�e Signatary Airline, effective as oi April 1, 2021 {ihe "Cargo Agzeement"), gives the ,Signatory Airrline the appart�uiity to designate an Af�'iliate if certain conditions ar•e znet. The intent af this A�;reement is to adopt by refer�nc.e various specified provisions of the Cargo Agreement, and n-iake them applicable to the Aff'iliate. In consideratron o�'tlsese benefits, the Aff liate agrees to abide by all of the tenns and conditions of this Agreement. ART�CLE 2 - DEFINITIONS AIl capitalized teizns used in this Agieement, if'�ot defined withi.n this Agreement, shall have tkie rneanings speci�ied i� Article 1 o�'the Cargo Agreement. ARTICLE 3- TERM OF AGREEMENT 3.01 Effective Date. This Agreement shall tak� effect as of the date specifzed in Section S..I .1 af the Cargo Agreement as th� effective daie of the Signatory Aixline's designation of the Afizliate, which desigriaiion and eff�ctive date sS�all be provided to the Czty in t11e form attack�ed as Exhibit 1 and made a part hereof. 3.02 Termination Date. This Agreement shall terminate as of the earIiest af (a} tl�e expiration or eatlier �ermination daie of the Cargo Agreement; (b) �he tez-nn:�axatzoz� date af this Exhibit D— Aff liute Ope�atang Ag�eerixe�at Ag�-eement as provided iz1 ArticIe 11 helow; or {c) the effective date of the Signatary Airline's termination of the Af�liate's status as ai�. Affiliate oft�e Signatory �lirline in accordance witll Section 5.3 af tl�e Cargo Agreement which tez�niz�atioz� and effective date shall be provided to �he City in tlze forin atta.ched as Exhibit � and made a�az�t hereo£ ARTICLE 4- USE OF THE ATRPORT For fhe operafiion of the Affiliate's Air Transportation B�.isiness as an Affiliate of the Signatory Airline, the Aff'iliate shall have the sazn.e �ights as the Signatazy Airline under Articles 2 a�d 3 of the Cargo Agreement and shall be subject to the sa�e exclusians and canditions applicable to the Signatory Airline thereunder. ARTICLE 5- FEES AND CYIARGES The Landing Fees and ol:her fees charges due ta the Czty for the Affiliate's use of tlie Airpnrt facilities as an Affiliate of the Signatoty Airline shalI he calculated an.d paid in accardanc� with Ar�icle 4 of the Cargo Agreetnent. Airline is subject to t�e sa�ne terans as the Signatory Airline rega.rding Section 4.5 of the Caz�go Agreement. The Security Deposit requirements of Section 4.6 shall not apply to the Af£'iliate. ARTICLE 6— AFFIL,TATE REPORTING AND PAYMENT OBLIGATIONS The Affiliate shall comply with and remain subj ect to Article 5 of ihe Carga Agreement, and to remai�, �nrit� the 5ignato�y Airline, jointly and severally liable ta the City for paymen.t of all Airline Rents, Fees and Charges and for subnaisszo� of aIl acti�ity reparts that are d�e to the City for the Affiliate's use af any Aiiport faczlztzes as an Affiliate of thhe Signatary Airline. If' the Af�iliate execute� and delivers to the City a cargo carrier agreemez�t in substantially the same form as the Cargo Agreement, and thus itself becornes a"Signatory Airline,°' the Affiliate sha1l unmediately terrninate its status as an Affiliate af the Signatoiy Airline in wriiing 2 Ex�aibif D— Affiliate Operating �1 greenaent to the City; provided, howevex, ihat unless otherwise agreed ta in wr-iting by the Signatory Azrlule and the Ci.ty, the Affiliate shall remain res�o�sible to 1:he Signatory Airline and �he Ciiy for al.l payment �d other abiigatioxis that survive tennination of this Agreement. ARTICLE 7 —1NDEMNIF�CATI4N AND 1NSURANCE 7.1 L�demuzfieaiion 4bligations. The Af�'tliate shall be subject to at�d bound b}� the sanne obligation ta iz�demnify each Inder�nified Party as provided in Section G,1 of the Cargo Agreement. 7.2 Insurance Obligations. The Affiliate shaIl be subject to and bound hy the insuran.ce obligations set forth in Sectzon 6.2 of the Cargo Agreement. ARTICLE 8-- COMPLIANCE V�ITH LAWS The Affiliate shall be subjeci to and bound by Article 7 of the Cargo Agreement. ARTICLE 9— CIVIL RIGHTS AND AFFIRMATIVE ACTION 'I'he Affiliate shall be subject to and bound by Artiicle 8 of the Cargo Agreement. ARTICLE 1 D-- NO LEASE This A�reement does not constitute a leasa between the Affiliate and the City with respect to any pr�mises, facilities, ser�rices, ec�uipment, or otherwise at the Airport. ARTICLE 11— DEFAULT AND TERII�LINATION 21.41 Default. Th� occurrenee of any event described in Section 9.1 of the Cargo Ag.reement involving the Signatory Airline or the Affiliate shaI1 be considered an event of default by the Af�liate. 21.02 Remedies. If the Af�Iiate shall he in default undez- this Agz-e�;ment, the City shall have the right to tet7ninate this Agreement under Seetion 9.2. I�a) of the Cargo Agreen�ent. ARTICLE 12 - ENVIRONMENTAL Exlxi�it D —Af"filiate QpeYutin�Agreerazent 12,1 Envixozu�aental Compliance. The Af�iliate shall be subject to ajid bound by Sections 111 through 11.6 and Sections 11.8 through 11.11 of the Cargo Agreement. 12.2 Ei�viroivnental Iudemnitv. The Affiiiate shall be subject to a�nd bound by the �ame obIigation to indernnify the City as provided in Seetion 11.7 of the Cargo Agreement. ARTICLE 13 — A,SSZGNMENT Airlu�e shall not, directly or indirectly, assign, sell, hypnthecate or otherwise transfer this Agreement. ARTICLE I4 - MISCELLAN�4US PROVISIONS Tk�e Aff'zliate shaIl be subject to and bound by the pxovisions of Ar�icle 13 of the Cargo Agz�eeznent, ARTICLE 1 S - N4TZCES. Except as speci�eally pravzded elsewhere in this Agreement, any notice given under this Agr�ement shalI be in writiz�.g and s�all be delzv�red personally or sent by certified ar regisi�red mail, postage prepaid: Ta City: Ta Affi�iate: ox to such ot�aer respective addresses as the parties may designate to each other in writing froin ti�ne to time. Notice by certified or registered mail sha11 be deemed given three (3) days aft�r the date that such notice is deposited in a United States Post Office. [T�ie reinainder of this page is intentionally left blanlc.] � Exhibit D— Af�liate Operating Ag,�eement XN WZTNESS VVHEREOF, the par-iies i�tending to be legally bnund have execut�d this Agzeemeilt this day of CITY t�F FORT WORTH By: _ Na�ne: Title: �a_ [AFFiLIATE] By: Name: Title: � E__xhibit A io Affilia�e Operatin� Agreement DESIGNATION OF AFFILIATE [AIRLINEj {the "Airline"), a Signatory Airline under the Cargo Agreement (the "Carga Agreeinent") with tha City of Fort Worth (the "City"), effective as of , h�x•eby deszgnates [AF�'ILXATE] (�lae "Affiliate"} as its Aifiliate at Fart Worih Alliance Airport (the "Airport") in accordance v�ritl� and subject to Article 5 af t�e Car�o Agreement. 1. This designatian is effective as of , 20� 2. (a) Airline hereby represents ta the City that the Af£'zliate [checic at least onej: ❑ a parent or sut�sidiary of Airline or under the same parental control as Airline, or ❑ otl�erwise operates under essentially tb.e same i�rade nasne as Airline at the Airport and uses essentially the same livery as Airline, or ❑ operates caxgo feeder flig�ts ai the Airpott under the direction and control af Airline. 3, The Aff'iliate has executed and delivered io the City an Af�iliate Operating Agreement as required by Section 5.1.1 of the Carga Agreement. 4. The Airline herek�� confirms an�i agrees that the AirIine will pay to t�ie City all Airline Rents, Fees artd Charges and otl�er cl�arges due to the City for the Affzizate's use of ihe Airport faciliti�s �s an Afflzate ofihe Airline, and �ri11 subnut to the City the activiiy reports required by ��e�ion 4.4 of the Cargo Agreement and due to the City for the A�filiate's use of the 1'�,irport faciIities as �aa Affiliate of the Air�ine. 5. The Airline con�rms and ag�-ees that it shall remain, wzth the Af£'iliate, �ointly and severaIly liable to the City far the payment of aIl Landing Fees and other %es charges and tke submission of all activity reports due to the City for the Affiliate's use of any Airpoz-t facilities as an Af�liate of the Airline. [AIRLINE] By: Name Tit1e: Date: , Airline's authoxized repre5entative � Exliibit D— Affiliate Ope�ating Agreernent Exhibit B to Affiliate O�eratin� A�reement NOTICE OF TERM�NATIaN OF AFFILIATE STATUS [AIRLINE] (the "Airline"), a Signatory Airline undei- th� Cazgo Agreement (the "Cargo Agree�nent") with the City of Fnrt Wortb (the "City"), effective as of , hereby notifies the City �hat t�e Airizne is terminating its designation of [A�FILTATE] (the "Af�liate"} as its AffiIiate at Fort Worth A1liance Airpart in accordance with and subject to �ection 5.3 of ihe Cargo Agreement. This termination of ihe Aifiliate's status as an Affiliate of the Airline is ef£ectzve as of [DATE, NOT LESS THAN 36 DAYS FROM THE DATE OF THXS NOTICE]. [AIRLINE] By: Naane Title: Date: Airline's authoriz�d representative 7 �Il"�" �O�JR���6 �G��L�A DATE: 3/9/2021 R��'�RI�NCE**M&C 21- L�G NO.: 0�80 NAME: �fficial site oF the City af Fort VJorth, Texas ���� 55AFW AMAZON AFF[LIATES CARGO CARRIER OPERATING AGREEMENT C�DE: C TYP�; CONSENTPUBLIC N� HEAR�FVG, SUBJECT: (CD 7) Autharize �xecution of a N�w Carg� Carrier Operating Agreement with Amazon.com Services Inc.'s Aifiliate Airiines as {dentified in Each Agreement as Atlas Air, Inc. and Souihern Air, Inc. (Each Wholly Ow�ned 5ubsidiaries of Atlas Air Worldwide Holdings, Inc.), and Air 7ransport International, Inc. (ATl), ABX Air, Inc, and Sun Country, Inc. (Each W�olly Owned Subsidiaries of Air Transpor� Service Group, [nc.) af Fort Worth Alliance Airport RECONi11�END,4YlON; It is r�commend�d that fhe City Council authorize the execution of a new cargo carrier operating agreement with Amazon.com Services Inc.'s Affiliate A�rlines as Identified in each agreement as Atlas Air, Inc. and Southern Air, Inc. (each a wholly owned subsidiary of Atlas Air Warldwide Haldings, Inc.), Air Transpar� International, Ir�c. (ATI), ABX Air, Inc, and 5un Country, lnc. �each a who[ly owned subsidEary of Air Transport 5ervice Group, Inc.) at Fort Wort� Alliance Airpart. D1SCU55fOP1: On or about September 24, 20�f 9, an Informal Report informed the City Council that Amazon.com Services, Inc. (Amazon) was op�ning a regional air hub adjacent to Fort Worth Alliance Airport {Alliance) and construction was nearing completion with operations expected to begin by October, 20� 9. At that time, ihe City granted Amazon's affiliate airlines permission to use tfi�e airpart �ia a cargo carrier aperating agreement, whic� set fhe amounts for landi�g fees and ather special charges assessed at Alliance. The Cargo Carrier Operating Agreements with Amazon's affiliate airlines are scheduied to expire A�ril 1, 20��, which aligns with Federal Express Carporation's Cargo Carrier Operating Agreement expiration dat�. The short�term agreement a[lowed Amazon to begin their operations and flighis ouf of Alliance while a longer-term cargo carrier operating agreement was being negotiated. Under the terms of the new operating agreement, landing fee rates for Amazon's affiliate carga carrier airlines wiEl increase from $1.49 per one ti�ousand pounds to $1.65 per ane thousand pounds. The landing weight is based on aircraft Maximum Cer�ified Grass Landing W�ight (MCGLW). Amazan current[y has #ive affiliate airlines that will b� operating out nf Alliance: Atlas Air, Inc. and Southern Air, fnc. {each wholly owned subsidiaries of Atias AEr Worldwide Hold�ngs, Inc.), and Air Transport lnternatianal, Inc. (ATl), ABX Air, Inc. and Sun Country, ]nc., (each whol[y owned subsidiaries of Air Transport Services Group, lnc,). Each of the afFiliate airlines will entar into se�arate carga carrier apc�rating agreements v�ith th� City on fF�e fQ[lowing t�rms. A term beginning April z, 2D21 and expiring April 1, 2041 Landing F�es are basecf on MCGLW of aircraft landing at Alliance at a rate of $1.65 per one-thousand pounds with an $85.00 minimum, adjusted annually based on the upward percentage ehange in the Consumer Price Tndex (CPU}, or 85�% of the City's published Non-Signatory Landing Fee Rate, whichever is the lesser. Sp�cial Charges by the City may be assessed for parking on a public ramp, special licenses and permits, special services requested by the Airline and cosis for remo�ing disabled airc�-aft, The ra�e for the Special Charges is based on reasonable, doc€�mented out-of-pock�� casts and expens�s plus twelve percen� (iZ\%). Th� cargo carrier operating agreements associafed with Amazon affiliate airlines is projected to generate first year revenue of approximately $1,557,2Q0.00. Under the Managemenf Agreemenfi batw�en the C�ty of Fort Worth ar�d Aliiance Air Services, which manag�:s A�liance, Alliance Air Services recei�es sixty-five percent (651%) of funds collected under t�e cargo carrier operating agreements and the Cfty receives thirty- five percent (351°/d) of these funds. The funds are disbursed mo�thly ta the City of Fort Worth Aviation Departme�t. The cargo carrier o�erating agreements comply with aPrport policy as well as City, state, and federal guidefines. A�VISORY BOARD APPROVAL: On February 4, 2021, the Aviation Ad�isory Board �oted ta recammend that the City Councif appror�e the Cargo Carrier �perafing Agreements. For� Worth Alliance Airport is located in CDLJNCIL DISTRICT 7. �15CAL W�ORIVI/�YIDNICERTI�ICATIQI�: The Directar of Finance certifies that upan approval of the abo�e recommendatian and execution of the lease, funds will be deposited info the Municipal Airport Fund. The Avia�ian Department {and Financial Management Services) is respansible for the collection and deposit of funds due to the City. Fund � Department I Account � Project I Program Activity Budget Reference # I Amount ID ID Year {Chartfield 2] Submitted #ar Cify iVianager's Office by.� Originating Department Head: Additional Informatian Con#act: F'ernando Costa {6122) Roger Venables (54Q2) Ricardo Barcelo (5403) ATTAChiMEI�TS