HomeMy WebLinkAboutContract 57311 CSC No. 57311
AIRPORT USE AND LICENSE AGREEMENT
between
Aircraft Owners and Pilots Association
and
The City of Fort Worth,Texas
THIS AIRPORT USE AND LICENSE AGREEMENT,made and entered into as of the date
of the last party's signature hereto (the "Effective Date"), by and between The City of Fort Worth,
Texas ("Licensor"), and Aircraft Owners and Pilots Association, a non-profit, tax-exempt
corporation, organized under the laws of the State of New Jersey with its principal place of business
at 421 Aviation Way, Frederick,MD 21701 ("Licensee").
RECITALS
The Licensor owns Fort Worth Alliance Airport, hereinafter referred to as "Airport", which
is located at 2221 Alliance Blvd, Fort Worth, TX 76177, and Licensee desires to utilize certain
portions of the Airport and its facilities in conjunction with an Aviator Showcase ("Event") to be
conducted from June 16, 2022 to June 17, 2022.
The parties desire to enter into an Airport Use and License Agreement,hereinafter referred to
as "Agreement",to provide for the terms and conditions of the use of the Airport and its facilities.
Licensee's uses of Licensor's facilities for this Event are not specified uses with associated
fees as addressed within the Licensor's Schedule of Rates and Charges.
As specified within the Licensor's Schedule of Rates and Charges,the Aviation Director may
waive fees that are not specifically addressed and that occur on an infrequent basis.
The parties recognize that this Event will bring favorable attention and publicity to the City
of Fort Worth and this advantage constitutes adequate consideration for this Agreement.
The parties,therefore, agree as follows:
1. Premises: The Licensor hereby grants the Licensee permission to utilize such portions of the
Airport runways,taxiways,ramp space, improved and unimproved areas,roads,walkways and such
other facilities as approved by the Licensor's Airport Manager, Alliance Air Management, LTD.
("Airport Manager") prior to the Event for the purpose of arranging, coordinating, hosting, and
managing the Event, including the ability to provide aircraft static displays, airplane rides, specialty
novelty sales,and the sale of food and beverages,excluding any sale of alcoholic beverages.Licensee
shall be solely responsible for arranging for and contracting with all parties invited by Licensee to
participate in or provide services to the Event. It is understood by both parties that in so permitting
such use for purposes of conducting the Event, close contact and cooperation between Licensee and
the Licensor shall be required. Licensee commits itself to make every effort to keep the Licensor
apprised of developments concerning the Event through its designated representative.
Notwithstanding the foregoing, the parties acknowledge that they shall mutually cooperate in the
OFFICIAL RECORD
1 CITY SECRETARY
FT.WORTH, TX
establishment of concession stands, designated parking areas, parking and storage of aircraft and
equipment to cause the least disruption of normal aviation and business activity at the Airport prior
to, during and subsequent to the Event.
2. Term: The term of this Agreement shall commence as of 7:00 a.m.,Central,on June 15,2022,and
terminate at 11:59 p.m., on June 19, 2022 ("Term").
3. Consideration: The Licensor finds that the Event will bring favorable attention and publicity to
the Licensor and further finds that this advantage constitutes adequate consideration for use of the
Premises and Licensee will be provided the Premises during the Term to put on the Event. Licensor
and Licensee expressly agree and stipulate that this Agreement is based on valuable consideration
and an exchange of promises that will be independently beneficial to both parties and that, as a
condition precedent to executing this Agreement, the consideration is valuable and sufficient and
that neither party shall be able to assert otherwise in the event of litigation. Nothing herein shall
constitute an obligation of the Licensor's funds.
4. Rights of Ingress and Egress: Licensee shall, during the Term, be allowed the right to control
ingress and egress for its participants,members, employees, agents, and invitees in accordance with
standards for the same to be agreed upon before the Event between the Licensee and the Licensor,
through the Airport Manager, not to derogate against contractual rights of Licensor's tenants at the
Airport. Licensee is required to maintain safe and complete crowd control. Licensee shall be granted
access to Airport facilities on June 15, 2022, at 7:00 am local time for the purpose of setting-up
displays or other required appurtenances without disrupting normal business activities.
5. Airport Surfaces Closure: Licensee acknowledges that only representatives of the Licensor are
authorized to close or open Airport taxiways and runways and issue applicable Notices to Air
Missions (NOTAMs). The parties hereto agree that Airport shall remain open and there shall be no
disruption to normal business activities on the Airport during the Event.
6. Rights and Privileges: While it is contemplated the Licensee will be, and is hereby, granted the
right to conduct its Event upon the Premises on the dates designated herein, said rights shall be
subordinate to Federal Aviation Administration rules and regulations,regulations of the Airport, and
needs of the flying public.Notwithstanding the foregoing,the parties acknowledge their mutual intent
that arrangements be made satisfactory to all involved, including third parties, to the end that the
general and flying public may benefit from both the contemplated event and utilization of the Airport
for its normal purposes.
7. Taxes and Assessments: If Licensee is required to pay any taxes, charges, or fees with respect to
its Event,together with the planning therefore, cleanup, or in any other fashion connected therewith,
Licensee shall pay the same when due, and shall defend,indemnify, and hold harmless the Licensor,
its agents and employees from any claims, actions, or expenses in conjunction therewith.
8. Maintenance, Utilities and Cleanup: Licensee shall be solely responsible for maintenance and
utilities necessary or utilized in conjunction with the conduct of its Event and shall make appropriate
arrangements for acquisition of those items. Licensee shall furnish appropriate personnel and
equipment to clean up the Premises, the Airport areas utilized in conjunction with the Event, any
areas affected thereby, and shall restore the same to the condition that prevailed immediately prior to
commencement of the Event. If Licensor incurs any reasonable expenses to return the grounds and
facilities to the original state that existed prior to the Event, Licensee agrees to reimburse Licensor
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for those expenses. Licensee's personal property not promptly removed by Licensee from the
Premises at the termination of this Agreement, whether termination shall occur by the lapse of time
or otherwise, shall be conclusively presumed to have been abandoned by Licensee to Licensor.
Fixtures attached to the Premises become the property of Licensor, if not removed as required
herein. These maintenance and cleanup responsibilities shall be completed by the Licensee no later
than 11:59 pm on June 19, 2022, local time.
9. Airport Personnel: Licensee acknowledges that Airport personnel shall not be engaged in activities
on behalf of the Licensee except at the direction of the appropriate staff of Licensor.
10. Rules and Regulations: Licensee agrees to observe and obey all existing Licensor, Federal, State
and Local rules and regulations with respect to the use of the Airport and the conduct of Licensee's
Event,including aircraft operations;provided that such rules and regulations shall not be inconsistent
with the provisions of this Agreement or the procedures or orders prescribed or approved from time
to time by the Federal Aviation Administration with respect to the operation of aircraft at Airport, as
well as any ground activities subject to Federal Aviation Administration authority. Licensee shall
ensure that vendors of food, beverages and novelties shall, at a minimum, meet all requirements of
law, including those laws, ordinances, and regulations with respect to public health and sanitation.
11. Securi : Licensor will not be responsible for providing private security services for the Premises
during the Event. Licensee shall provide such security on or about the Premises as would be required
by the Licensor or the FAA.The Licensor,through its Airport Manager, shall advise Licensee of such
security requirements promptly following execution of this Agreement to allow Licensee adequate
time to schedule necessary services. Licensee shall observe all rules and regulations regarding safety
as shall be required by the Licensor or the FAA.Licensee shall be responsible for the enforcement of
such rules and regulations amongst its agents, employees, volunteers, guests, and invitees. Crowd
control is the responsibility of the Licensee and any unsupervised activities will not be allowed.
12. Damage or Destruction of Premises: If any Airport facilities or those of tenants of the Licensor
at Airport are damaged in any fashion by Licensee, its participants, members, employees, agents, or
invitees in connection with the Event, said damage shall be repaired, or the damage items replaced,
with due diligence by Licensee at Licensee's own cost and expense, except, however, to the extent
caused by the gross negligence or willful misconduct of Licensor, its officers, directors, agents or
employees.
13. Insurance: Licensee shall,at its expense,maintain insurance in full force and effect for the Event
during the Term of this Agreement as defined in Article 2 in such amounts as to meet the minimum
limits of liability specified below, and insurance shall be placed with companies or underwriters
authorized to do business in the State of Texas and carry a Best's rating no lower than A-. Failure to
obtain and maintain such insurance shall constitute a default under this Agreement. The insurance
policy or policies shall be the standard comprehensive insurance coverage, for operations of the
Licensee and shall cover bodily injury; property damage; automobile liability including owned,non-
owned, leased and hired; aviation risks excluding aircraft owned or operated by Licensee; and
contractual coverage. The Licensor shall be named as additional insured with respect to Licensee's
use of the Premises which are subject of this Agreement. Licensee shall promptly upon execution of
this Agreement, furnish to the Licensor appropriate certificates of insurance evidencing coverage
affected and to be maintained for the term of this Agreement. The coverage shall not be less than
Two Million Dollars ($2,000,000.00),combined single limit equal or split limits equal to and not less
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than Two Million Dollars ($2,000,000.00), for bodily injury and property damage with respect to
each occurrence.
14. Indemnification of Licensor:
A. The Licensee shall indemnify, hold harmless, and defend the Licensor, its officers,
directors, officials, and employees from and against any and all claims and actions, demands,
damages, civil penalties, charges, judgments, losses, liabilities of any character or kind, and other
legal actions and proceedings of whatever nature,including reasonable attorney's fees(including fees
to establish the right to indemnification) resulting from, arising out of, or caused by, Licensee's
conduct of the Event, or from any activity or other things done, permitted, or suffered by Licensee
in, or about the Premises or Airport or other act or failure to act, excluding only claims or actions
arising out of the gross negligence or willful misconduct of the Licensor, its officers, directors,
officials, and employees, provided that the Licensor shall give the Licensee prompt and reasonable
notice of any such claim or actions made or filed against it.
B. Licensee hereby agrees to release and hold harmless the Licensor, its officers, directors,
officials and employees, from any damages to the Licensee caused by noise,vibrations,fumes, dust,
fuel particles and all other effects that may be caused by the operation of aircraft landing at or taking
off from, or operating at or on Airport; and the Licensee does hereby fully waive and release any
right or cause of action which it may now have or which it may have in the future against the Licensor,
its successors and assigns, due to such noise, vibrations, fumes, dust, fuel particles, and all other
effects that may be caused or may have been caused by the operation at or on the Airport. The above
exception shall not limit a cause of action against other persons or entities, including licensees,
concessionaires, or aircraft operators.
C. Licensee further agrees to hold the Licensor, its officers, directors, officials, and
employees free and harmless for any claims arising out of the damage, destruction or loss of
Licensee's equipment excluding any claims arising out of the gross negligence or willful misconduct
of the Licensor, its officers,directors, officials, and employees.
15. Charitable Immunity: Licensee agrees that if it is a charitable organization, corporations, entity
or individual enterprise having, claiming or entitled to any immunity, exemption (statutory or
otherwise) or limitation from and against liability for damage or injury to property or persons under
the provisions of the Charitable Immunity and Liability Act of 1987, C.P. R.C., § 84.001 et seq., or
other applicable law, that Licensee hereby expressly waives its right to assert or plead defensively
any such immunity or limitation of liability as against City.
16. Termination and Rescheduling:
A. Termination.
i. If Licensee fails to timely and fully perform any provision of this License
Agreement, the Licensor may, at its sole option, terminate this Agreement
immediately, regardless of whether the Event has commenced, is in process,
or has been terminated.
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ii. At any time prior to the beginning of the Event,Licensee may terminate this
agreement for any reason, with or without cause,by providing written notice
of such termination. The parties agree that Licensee shall not be liable for
any damages whatsoever which may be suffered by Licensor pursuant to
such termination.
B. Rescheduling. The parties understand, acknowledge, and agree that due to factors
beyond the control of either party, such as, without limitation, weather, COVID-19 related
government (federal, state, and/or local) restrictions, rules, regulations, etc., Licensee may
need to reschedule the Event. The parties agree to work in good faith to reschedule the Event
to a future date and time mutually agreeable between the parties. If,by 11:59pm EST on July
20, 2022, the parties have not, in good faith, agreed to reschedule the Event, then this
Agreement shall automatically terminate. The parties agree that the parties shall not be liable
for any damages whatsoever which may be suffered pursuant to such termination.
17. Surrender of Possession: After the cleanup period referred to herein, Licensee shall surrender all
Airport premises, or portions thereof, utilized in conjunction with the contemplated event, and shall
cease and vacate Airport premises without delay.
18. Inspection by Licensor: The Licensor,through any of its members, agents, or other Airport staff,
may enter any premises, including concessionaires' premises placed or allowed to be placed on
Airport premises by the Licensee in conjunction with the Event,at any time for any purpose necessary
or incidental to Airport operations for assurance of proper performance of this Agreement by
Licensee.
19. Prohibition Against Assignment: parties acknowledge this Agreement is personal to Licensee,
which shall have no authority to assign,sublet,delegate, or any other way alienate this Agreement or
its responsibilities or its benefits hereunder.
20. Signs -Advertising: No signs or other advertising matter or devices shall be used or displayed in
or about Airport premises without the prior express approval of Licensor or the Airport Manager.
Any such signs, advertising, tickets, promotional devices, or the like, shall clearly and expressly
designate Licensee as the promoter of the Event, and shall in no fashion indicate, imply nor suggest
that the Licensor is the sponsor of or responsible for the Event.
21. Nondiscrimination Clause: In the Event Licensee engages in service to the public in its
contemplated activity conducted on or from Airport, Licensee agrees and promises to furnish such
services to the public on a fair, equal and not unjustly discriminatory basis to all users thereof, and to
charge fair,reasonable and not unjustly discriminatory prices for each unit or service,provided,that
the Licensee may be allowed to make reasonable and non-discriminatory discounts, rebates or other
similar types of price reductions to volume purchasers of services. Licensee further promises and
agrees that it will not, on the grounds of race, color, or national origin, discriminate or permit
discrimination against any person or group of persons in any manner prohibited by federal law and
regulations in providing such services. Licensee's breach of any promise or agreement contained in
this paragraph shall constitute grounds of immediate termination of this Agreement; and, in addition
thereto, the Licensor shall have the right to take such other remedial action as the United States
Government may direct.
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22.Non-liability of Licensor: In the event of termination of this Agreement by the Licensor pursuant
to the provisions of Paragraph 16 or Paragraph 25 of this Agreement, the Licensor, its officers,
directors, officials, or employees shall not be responsible for any damages, claims or actions
("Damages") either from the Licensee, its intended participants, observers, ticket holders,
concessionaires,nor any other persons. Licensee agrees to hold harmless,defend, and indemnify the
Licensor from such Damages provided that the Licensor gives the Licensee prompt and reasonable
notice of and does not voluntarily accept responsibility for such Damages.
23. Relationship of the Licensor and Licensee: Nothing contained herein shall be deemed or
construed as creating the relationship of principal and agent, partnership, or joint venture partners,
and no provision contained in this Agreement nor any acts of Licensee and the Licensor shall be
deemed to create any relationship other than that of Licensee and the Licensor.
24. Notices and Contacts: All notices and demands required herein shall be deemed to be properly
served if hand delivered, or if sent by certified or registered mail, to the last address previously
furnished by the parties hereto. Unless changed by the parties, in writing,notices shall be sent to the
following addresses:
LICENSOR:
The City of Fort Worth,Texas
Attn: Aviation Director
201 American Concourse, Ste. 330
Fort Worth, Texas 76106
FAA coordination: Alex Montoya, ATC Tower Manager, (817)491-6121
Airport Manager:
Administration: Christina Carey, Director of Special Programs (FBO/Event Coordinator, (682) 552-
2469
For operations: Christina Carey, Director of Special Programs (FBO/Event Coordinator, (682) 552-
2469
For airport facilities and maintenance issues: Christina Carey, Director of Special Programs
(FBO/Event Coordinator), (682) 552-2469
LICENSEE:
Aircraft Owners and Pilots Association
Contract Manager
421 Aviation Way
Frederick,Maryland 21701
Event Director: Elizabeth O'Connell, Senior Director, Outreach and Events, (301) 695-2050
25.Force Maj eure. Neither party will be responsible or liable for,or deemed in default for, any delay
or failure of performance due to causes beyond its control and therefore make performance
inadvisable or commercially impracticable, including but not limited to accidents, acts of God, labor
disputes, actions of any government agency, interruptions or delays in transportation, fuel supplies
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or electrical power delays, epidemics, pandemics (such as the ongoing Covid-19 pandemic), disease
outbreak, or public health crisis. Either party seeking to terminate this agreement through this clause
must give reasonable notice in writing to the other party.
26. Severability. If any clause or provision of this Agreement is or becomes illegal, invalid or
unenforceable because of present or future laws or any rule or regulation of any governmental body
or entity, effective during the Term, the intention of the parties hereto is that the remaining parts
of this Agreement shall not be affected thereby unless such invalidity is, in the sole determination
of the Licensor, essential to the rights of both parties, in which event Licensor has the right, but
not the obligation,to terminate the Agreement on written notice to Licensee.
27. Audit. Licensor may at Licensor's sole cost and expense, at reasonable times during Licensee's
normal business hours and upon reasonable notice, audit Licensee' books and records, but only as
it pertains to this Agreement and as necessary to evaluate compliance with this Agreement.
28. Integration, Venue and Attorney: This Agreement contains the entire understanding of the
parties. Any attempted modification or addition hereof shall be enforceable only if in writing and
signed by the party to be charged. This Agreement shall be governed by the laws of the State of
Texas. In the event of litigation to enforce the rights and obligations hereunder, venue shall lie in
Tarrant County, Texas and Licensee agrees to execute a waiver of service in the event any lawsuit is
filed against them relating to this Agreement.
(Signature Page to Follow)
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The parties evidence their consent below.
CITY: LICENSEE:
CITY OF FORT WORTH AIRCRAFT OWNERS AND PILOTS
ASSOCIATION
By: Dana Burg�hdoff(M rr 28,202 By: c2 52�G�-AL4.
Dana Burghdoff 1J
Assistant City Manager Name: Erica Saccoia
Date: M a r 28, 2022 Title: Senior VP, Finance and Accounting
Date: March 25, 2022
APPROVAL RECOMMENDED:
By: —4-- M a r 25, 2022
Name: Roger Venables
Title: Director, Aviation
APPROVED AS TO FORM AND LEGALITY:
By:
Thomas Royce Hansen
Assistant City Attorney
Date: M a r 28, 2022
ATTEST:
o �oFOR 0
TGIYIYIefte S. GOOGIG]ll �,O°° °%
By: Jannette S.Goodall(Mar 29,2022 07:29 CDT) ^oo °O�
40,
Jannette S. Goodall v g=
City Secretary �� a o* CY
j
Date. Mar 29,2022 1� °°°O000000°°o 0
Form 1295: Not required
Contract Authorization:
M&C: Not required
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name: aka OFFICIAL RECORD
Barbara Goodwin, Real Property Manager CITY SECRETARY
Date: Mar�5,�o�� FT. WORTH, TX
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