HomeMy WebLinkAboutContract 20061 I
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LEASE AGREEMENT
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BETWEEN
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THE CITY OF FORT WORTH, TEXAS
AND
ALLIANCE AIR SERVICES, INC.
(December dam, 1993)
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C O N T E N T S
Article page
Introduction. . . . . . . . . . . . . . . . 1
1 Term. . . . . . . . . . . . . . . . . . . 2
2 Leased Premises 5
3 Use of Leased Premises . 7
4 Rent and Use Fees . . . . . . . . . . . 7
5 Acceptance, Care, Maintenance,
Improvements and Repair . . . . . . . . . . , 12
6 Additional Obligations of Lessee. . . . . . . . . . . 19
7 Ingress and Egress . . . . . . . . . . . . . . . . . . 27
8 Insurance, Damage or Destruction. . . . . . , . . . . 28
9 Liabilities, Insurance and Indemnification. . . . . 34
10 Rules and Regulations and Minimum Standards . . , . . 37
11 Signs . , . , . . . . . . . . . . . . . 38
12 Leasehold Mortgages , Subletting, and Assignment . . . 39
13 Condemnation. . . . . . . . . . . . . . . . . . . . . 46
14 Non-Discrimination. . . . . . . . . . . . . . . . . . 47
15 Governmental Requirements . . . . . . . . . . . . . . 51
16 Rights of Entry Reserved. . . . . . . . . . . . . . . 53
17 Additional Rents and Charges . . . . . . . . . . . . . 56
18 Termination by. the City . . . . . . . . . . . . . . . 57
19 Termination; Remedies; Surrender;
and Right of Re-Entry . . . . . . . . . . . . . . . . 64
20 Services to Lessee. . . . . . . . . . . . . . . . . . 69
21 [ INTENTIONALLY LEFT BLANK] . . . . . . . . . . . . . . 70
22 [ INTENTIONALLY LEFT BLANK] . . . . . . . . . . . . 70
23 Limitation of Rights and Privileges Granted . . . . . 70
24 Notices . . . . . . . . . . . . . . . . . . . . . . . 71
25 Holding Over . . . . . . . . . . . . . . . . . . . . 74
26 Invalid Provisions . . . . . . . . . . . . . . . . . 75
27 Miscellaneous Provisions . . . . . . . . . . . . . . . 75
28 Subordination Clauses . . . . . . . . . . . . . . . . 82
29 Venue . . . . . . . . . . . . . . . . . . . . . . . . 87
30 Entire Agreement. . . . . . . . . . . . . . . . . . . 87
ScheduleA. . . . . . . . . . . . . . . . . . . . . . 89
Appendix A. . . . . . . . . . . . . . . . . . . . . . 92
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Exhibit A-1 : Legal Description of Parcel No . 3
Exhibit A-2 : Legal Description of the "Fire Station
Tract"
Exhibit A-3 : Diagram of Transient Apron Areas
Exhibit B: Minimum Standards
Exhibit C: Pledge Agreement
Exhibit D: Legal Description of Parcels No. 1,
No. 2, and No. 4
Exhibit E: Right of First Refusal/opportunity
Exhibit E-1 : Description of Refusal Property
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LEASE AGREEMENT
This Agreement of Lease, made and entered into this 5 day
of December, 1993, by and between:
CITY OF FORT WORTH, TEXAS, having offices at 1000
Throckmorton, Ft. Worth, TX. 76102, hereinafter referred
to as the "City"; and ALLIANCE AIR SERVICES, INC. , a
formerly known as Pinnacle Air Services, Inc. ,
Texas corporation,A having an office at 2250 Alliance
Boulevard, Fort Worth, Texas 76117, hereinafter referred
to as the "Lessee" . Lessee ' s Federal Identification
Number is 75-2287869 .
WITNESSETH THAT:
WHEREAS, the City is the owner of an airport consisting of
approximately 520 acres of land and facilities known as the
Fort Worth Alliance Airport, located in the Counties of Denton
and Tarrant in the State of Texas, hereinafter, the "Airport" ;
and
WHEREAS, the City desires to accommodate, promote, and enhance
both general and commercial aviation at the Airport, and
Lessee desires to provide aeronautical facilities at the
Airport; and
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WHEREAS, the City and the Lessee are mutually desirous of
entering into a Lease Agreement (hereinafter , the "Agreement" )
to accomplish the above—described objectives .
NOW, THEREFORE, in consideration of the premises and of the
rents, covenants, and conditions herein contained, the City
does hereby lease to the Lessee the area of the Airport
described in Article 2 hereof, hereinafter referred to as "the
Leased Premises" , during the term hereof for the term and
pursuant to the conditions hereinafter set forth.
ARTICLE 1
TERM
The term of this lease shall be for a period of 30
years beginning on the "Effective Date" , unless sooner
terminated in accordance with the provisions hereof .
The "Effective Date" is defined to be the date on
which the City approves plans and specifications and
issues a building permit for the "Initial
Improvements" (as defined in Section 4 . 4 below) .
1 .2 Lessee shall have the right to divide the
Leased Premises (hereinafter defined) into
separately platted portions (a "Platted
Portion" ) for the sole purpose of constructing
Improvements (hereinafter defined) on such
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Platted Portions; including the right to
further divide such Platted Portions for the
sole purpose of accommodating additional
construction. When Lessee desires to divide
any portion of the Leased Premises into Platted
Portions, Lessee shall , at Lessee ' s expense.,
prepare a map and legal descriptions of such
Platted Portions and shall submit such map and
descriptions to the City Manager of the City of
Fort Worth for the Manager ' s approval . The
City Manager shall approve such map and legal
descriptions if the Manager determines that the
Leased Premises are being divided into Platted
Portions in such manner that each Platted
Portion retains reasonable access to the
Transient Apron (hereinafter defined) and to
adjacent public roadways . It is agreed and
understood that any such map and legal
descriptions shall be used only for the purpose
of describing portions of the Leased Premises
and shall not constitute a plat or a
subdivision of land within the meaning of
Chapter 212, Subchapter A of the Texas Local
Government Code. The City and Lessee shall
execute a separate lease agreement ( in
substantially the form of this Agreement, to
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the extent applicable; provided, however, that
(i) plans and specifications for subsequently
constructed Improvements must be submitted
within 12 months after any request to plat or
replat a Platted Portion and construction of
such Improvements must be substantially
completed within 18 months after the City has
approved the plans and specifications and
issued a building permit and ( ii) the term of
all separate leases shall begin when
certificates of occupancy are issued for such
Improvements and shall be concurrent with the
term of this Agreement) for each such Platted
Portion; whereupon, such Platted Portion shall
become the leased premises for the purposes of
such separate lease. Upon the execution of
such separate lease, the Platted Portion
covered thereby shall no longer be part of the
Leased Premises under this Agreement; and no
default under this Agreement shall be a default
under any such separate lease; and no default
under such separate lease shall be a default
under this Agreement or under any other
separate lease. Lessee ' s obligations described
in Sections 4 .4 and 4 . 6 of this Agreement shall
only apply to the separate lease for the
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Platted Portion on which the Initial
Improvements will be constructed.
ARTICLE 2
LEASED PREMISES
2 . 1 The "Leased Premises" consist of :
2 . 1 . 1 The real property (identified as "Parcel No. 3" )
described in Exhibit A-1 attached hereto and made a
part hereof (save and except those portions of said
Parcel No. 3 that are currently being leased to
Pinnacle Air Services, Inc. pursuant to written leases
from the City) ; which parcel includes approximately
175,067 net square feet of unimproved land;
2 . 1 . 2 The real property ( identified as the "Fire Station
Tract" ) described on Exhibit A-2 attached hereto and
made a part hereof;
2 . 1 .3 Upon expiration of the written leases referenced in
Section 2 . 1 . 1 above, the real property (but not the
improvements located or constructed thereon) covered
by such leases; and
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2 . 1 . 4 All improvements (collectively, the "Improvements" )
currently constructed on the Fire Station Tract and
hereafter constructed on the real property described
in Section 2 . 1 . 1 above.
2 . 2 Lessee shall also have the non-exclusive use of that
portion of the paved aircraft parking apron (the
"Transient Apron" " ) that abuts Parcel No. 3 . The
apron area for the leased parcel is shown on
Exhibit A-3 attached hereto . If at any time during
the term of this Agreement Lessee is not the operator
of the Airport, then Lessee, as further consideration
for Lessee ' s use of the Transient Apron, shall keep
and maintain the Transient Apron free of trash,
debris, and other foreign objects that result from the
use of the Transient Apron by Lessee or anyone
claiming a right by, through, or under Lessee. The
City or the Airport operator shall otherwise be
responsible at all times for the maintenance and
reconstruction of the Transient Apron and shall
maintain and keep the Transient Apron free from snow
and ice; all at the sole cost and expense of the City
or the Airport operator . The timing of such
maintenance and reconstruction shall be at the City' s
sole discretion.
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2 .3 The Transient Apron is not a part of the Leased
Premises .
ARTICLE 3
USE OF LEASED PREMISES
Lessee shall occupy and use the Leased Premises for
any lawful purpose and in a manner which conforms to
the City' s Minimum Standards for Fixed Base Operators
and Other Airport Tenants, as may be amended from time
to time .
ARTICLE 4
RENT AND USE FEES
4 . 1 For use and occupancy of the Leased Premises and
privileges herein granted, the Lessee agrees to pay to
the City:
4 . 1 . 1 During the period commencing on the Effective Date, an
annual rental equal to ( i) 190 per square foot
multiplied times ( ii) the number of square feet within
the Leased Premises (determined in accordance with
Section 2 . 1 . 1 and Section 2 . 1 .3 above) , subject to
adjustment pursuant to Section 1 .2 above and Sections
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4 . 2 and 4 . 7 below and pursuant to Article 19 hereof
(upon partial termination) ; plus
4 . 1 . 2 During the period commencing when this Agreement is
fully executed and ending December 31, 2007, an amount
per
year equal to $10,000 . 00 (which sum shall be used
for debt service payments on bond indebtedness issued
by the City to finance the improvements on the Fire
Station Tract) ; plus
4 . 1 . 3 During the period commencing January 1 , 2008, rental
( in addition to the rental paid pursuant to
Section 4 . 1 . 1 above) equal to ( i) $2 . 00 per square
foot multiplied times ( ii) the number of usable square
feet contained in any permanent improvements currently
constructed on the Fire Station Tract, subject to
adjustment (beginning on January 1, 2009) according to
the formula described in Section 4 . 2 below.
4 .2 Commencing on the first anniversary of the Effective
Date, and on each anniversary thereof during the
remainder of the term of this Agreement and any
extension thereof , the ground rental rate set forth in
Section 4 . 1 . 1 above shall be adjusted based upon the
percentage change in the Consumer Price Index for the
Dallas/Fort Worth Metropolitan Area as announced by
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the United States Department of Labor during any
preceding 12-month period or in accordance with the
formula, index or other method, if any, that is most
favorable to Lessee of -any of the formulas, indices,
or methods being used and actually applied by the City
for the adjustment of any rental rates at Alliance.
4 . 2 . 1 Notwithstanding the per-square-foot rate specified in
Section 4 . 1 . 1 above and notwithstanding any adjustment
thereof that would result from the application of
Section 4 . 2 above, in no event shall the "effective"
rental rate paid to the City by Lessee exceed the
"effective" rental rate being paid to the City by any
other lessee or tenant at Alliance Airport (excluding
any lease between the City and the FAA or other U. S .
governmental entities) . The "effective" rate shall
take into account all financial incentives, as well as
non-cash consideration, available to such other lessee
or tenant as negotiated by the City.
4 .3 The annual rent payable hereunder shall be paid in
equal monthly installments . Each installment shall be
made no later than the first day of that month for
which payment is due and shall be made at the office
of the Airport operator or at such other office as may
be directed in writing by the City. The initial
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annual rental pursuant to Section 4 . 1 . 1 shall be
$33,262 . 73, payable in monthly installments of
$2,771 . 89 . The annual rental payable pursuant to
Section 4 . 1 .2 shall be $10 ,000 . 00, payable in monthly
installments of $833 .33 . The initial annual rental
pursuant to Section 4 . 1 .3 shall be $9 , 000 . 00 , payable
in monthly installments of $750 . 00 .
4 . 4 The Lessee, as additional rent, shall construct
improvements on Parcel No. 3 (the "Initial
Improvements" ) , the size and scope of which Initial
Improvements will be determined by Lessee based on
market demands; however, Lessee agrees that the
Initial Improvements will conform to the provisions of
Appendix A attached hereto . Notwithstanding any other
provision of this Agreement to the contrary, the
Initial Improvements will only be required to conform
to the Minimum Standards attached hereto as Exhibit
B. - Plans and specifications for the Initial
Improvements must be submitted to the City within 12
months after this Agreement is fully executed, and
Lessee shall substantially complete the Initial
Improvements within 18 months after the City has
approved Lessee' s plans and specifications and issued
a building permit .
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4 . 5 The Lessee hereby agrees to pay all fuel flowage fees,
landing fees and tie down fees imposed by the City
from time to time, provided such fees are not unjustly
discriminatory.
4 . 6 Lessee further agrees to obtain, or to cause a
professional third party to obtain, an FBO permit on
or before the date on which the Initial Improvements
are substantially complete. Notwithstanding anything
in this Agreement to the contrary, however, the
standards applicable to obtaining said FBO permit
shall be the Minimum Standards attached herewith as
Exhibit B. Notwithstanding the foregoing, Lessee (or
a professional party) shall have a non—exclusive right
to conduct FBO operations from temporary facilities
(located on property currently being leased to
Pinnacle Air Services, Inc . pursuant to written leases
from the City) until the Initial Improvements are
operational . The size and scope of such temporary
facilities and interim FBO operations will be
determined by Lessee based on market demands .
4 . 7 Notwithstanding any other provision of this Agreement,
in the event the enforceability or validity of any
provision of the Management Agreement between the City
and Alliance Air Services, Inc. (dated December
1993) for the Management, Operation, and Maintenance
of Fort Worth Alliance Airport) is hereafter
challenged by the City or any third party:. (i) and
such challenge results in termination of said
Management Agreement, then Lessee shall be entitled to
offset against rental and other sums owed by Lessee to
the City hereunder the amount, if any, of Alliance' s
"Risk Amount" (as defined in said .. Management
Agreement) ; and (ii) if such challenge does not result
in such a termination, then Lessee shall be entitled
to a similar offset in an amount equal to all actual
and reasonable costs and expenses paid or incurred by
Alliance in responding to and defending against such
challenge; but such amount shall not exceed the net
ground rental paid to the Airport operator (excluding
any ground rental paid directly to the City) during
the first 20 years of this Agreement .
ARTICLE 5
ACCEPTANCE, CARE, MAINTENANCE,
IMPROVEMENTS AND REPAIR
5 . 1 Lessee warrants it has inspected the Leased Premises
and accepts possession of the Leased Premises and the
improvements thereon "as is" in its present condition,
and subject to all limitations imposed upon the use
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thereof by the rules and regulations of the Federal
Aviation Administration and by ordinances of the City,
and admits its suitableness and sufficiency for the
uses permitted hereunder . Except as may otherwise be
provided for herein, the City shall not be required to
maintain nor to make any improvements, repairs, or
restoration upon or to the Leased Premises or to any
of the improvements presently located thereon. The
City shall not have any obligation to repair ,
maintain, or restore, during the term of this
Agreement, any improvements placed upon the Leased
Premises by the Lessee, its successors and assigns .
5 . 2 The Lessee shall , throughout the term of this
Agreement, assume the entire responsibility, cost, and
expense, for all repair and maintenance whatsoever on
the Leased Premises and all Improvements thereon in a
good workmanlike manner, whether such repair or
maintenance be ordinary or extraordinary, structural
or otherwise. Additionally, the Lessee, without
limiting the generality hereof, shall :
5 . 2 . 1 Keep at all times , in a clean and orderly condition
and appearance, the Leased Premises, all Improvements
thereon and all of the Lessee ' s fixtures, equipment
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and personal property which are located on any part of
the Leased Premises .
5 . 2 . 2 Provide and maintain on the Leased Premises all
obstruction lights and similar devices, and safety
equipment required by law.
5 .2 . 3 Repair any damage caused by Lessee to paving or other
surface of the Leased Premises caused by any oil ,
gasoline, grease, lubricants or other flammable
liquids and substances having a corrosive or
detrimental effect thereon.
5 . 2 . 4 Take measures to prevent erosion, including but not
limited to, the planting and replanting of grasses
with respect to all portions of the Leased Premises
not paved or built upon, and in particular shall
plant, maintain and replant any landscaped areas .
5 . 2 . 5 Be responsible for the maintenance and repair of all
utility services lines placed on the Leased Premises
and used by the Lessee exclusively, including, but not
limited to, water lines, gas lines, electrical power
and telephone conduits and lines, sanitary sewers and
storm sewers .
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5 . 3 In the event the Lessee fails : (a) to commence to
maintain, clean, repair, replace, rebuild or repaint
within a period of thirty (30)* days after written
notice from the City to do any maintenance or repair
work required to be done under the provisions of this
Agreement, other than preventive maintenance; (b) or
within a period of ninety (90) days if the said notice
specifies that the work to be accomplished by the
Lessee involves preventive maintenance only; (c) or to
diligently continue to completion any repairs ,
replacement, rebuilding, painting or repainting as
required under this Agreement; then, the City may
enter the Leased Premises involved, without such
entering causing or constituting a termination of this
Agreement or an interference with the possession of
the Leased Premises, and repair, replace, rebuild or
paint all or any part of the Leased Premises or the
Improvements thereon, and do all things reasonably
necessary to accomplish the work required, and the
cost and expense thereof shall be payable to the City
by the Lessee on demand. Provided, however , if in the
opinion of the City, the Lessee' s failure to perform
any such maintenance endangers the safety of the
public, the employees or property of the City or other
tenants at the Airport, and the City so states same in
its notice to the Lessee, the City may elect to
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perform such maintenance at any time after the giving
of such notice, and the Lessee agrees to pay to the
City the cost and expense of such performance, on
demand. The City' s* costs and expenses shall include,
but not be limited to, all direct and indirect costs
and expenses of the City, its agents, contractors, and
employees and all financing charges, if any, and all
allocations of fringe benefits, overhead, legal , and
administration charges the City deems appropriate.
Furthermore, should the City, its officers , employees
or agents undertake any work hereunder, the Lessee
hereby waives any claim for damages , consequential or
otherwise, as a result therefrom except for claims for
damages arising from the negligence of the City, its
agents and contractors . The foregoing shall in no way
affect or alter the primary obligations of Lessee as
set forth in this Agreement, and shall not impose or
be construed to impose upon the City any obligations
to maintain the Leased Premises, unless specifically
stated otherwise herein.
5. 4 Final plans and specifications for all repairs,
construction, alterations, modifications , additions or
replacements of Improvements shall be submitted to the
City by Lessee pursuant to Section 4 . 4 of this
Agreement and be accompanied by the City' s Building
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Permit Application. The plan shall include
landscaping, architectural details and color schemes .
The Building Permit Application must receive the
written approval of the City, and no such work shall
be commenced until such written approvals are obtained
from the City which approval shall not be unreasonably
withheld or delayed, provided the architectural detail
and aesthetics of the Improvements are reasonably
satisfactory to the City. The City shall advise the
Lessee within thirty (30) days after receipt of the
written request, together with copies of the plans and
specifications for the proposed Improvements in
sufficient detail to make a proper review thereof, of
its approval or disapproval of the proposed
Improvements, and, in the event it disapproves ,
stating its reasons therefor . In determining whether
to approve a major repair, construction, alteration,
modification, addition or replacement, the City shall
be guided by the criteria set forth in Section 2 of
Appendix A to this Agreement.
5 . 5 If the Lessee makes any Improvements without City
approval that are disapproved by the City, then, upon
reasonable notice to do so, the Lessee shall remove
the same or at the option of the City cause the same
to be changed to the reasonable satisfaction of the
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City. If the Lessee fails to comply with such notice
within thirty (30) days or to commence to comply and
pursue diligently to completion, the City may effect
the removal or change without any liability by the
City for such removal or change, and the Lessee shall
pay the cost thereof (as defined in Section 5 . 3
hereof) to the City.
5 . 6 Upon the completion of construction or installation,
title to all Improvements located on the Leased
Premises shall remain in the Lessee until the
expiration or earlier termination of this Agreement,
at which time title shall immediately vest in the City
free and clear of any and all claims on the part of
the Lessee and free and clear of any mechanics ' and
materialmen' s liens by any person on account of any
repair or improvement work done or to be done under
the terms hereof by the Lessee. This vesting of title
in the City at the time specified is a part of the
consideration for this Agreement , The City shall not
be liable (i) to assume, take subject to, or otherwise
be responsible for the payment or performance under
any Leasehold Mortgage or ( ii) to the Lessee or the
Lessee' s contractors, Sublessees , or anyone else, for
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the value of any Improvements constructed or located
on the Leased Premises .
5 . 7 Lessee agrees to secure its obligations to maintain
and repair the Leased Premises through the execution
and delivery of a "Pledge Agreement" in the form
attached hereto as Exhibit C. A separate pledge
agreement will be executed for each Improvement
constructed pursuant to this Agreement . The value of
the collateral held pursuant to each pledge agreement
shall equal or exceed $2 . 00 per net rentable square
foot of the applicable Improvement .
ARTICLE 6
ADDITIONAL OBLIGATIONS OF LESSEE
6 . 1 The Lessee shall conduct its operations hereunder in
an orderly and proper manner, considering the nature
of such operation so as not to unreasonably annoy,
disturb, endanger or be offensive to others .
6.2 Further, the Lessee shall take all reasonable measures :
6 . 2 . 1 To reduce to a practicable minimum vibrations tending
to damage any equipment, structure, buildings or
portions of buildings .
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6 .2 .2 Not to produce on the Airport through the operation of
machinery or equipment any electrical, electronic or
other disturbance that interferes with the operation
by the City or the Federal Aviation Administration of
air navigational , communication or flight equipment on
the Airport or on aircraft using the Airport, or with
ground transportation communications .
6. . 3 The Lessee shall control the conduct and demeanor of
its officers , agents, employees, invitees and, upon
objection from the City concerning the conduct,
demeanor of any such person, the Lessee shall
immediately take all lawful steps necessary to remove
the cause of the objection, If the City shall so
request, the Lessee agrees to supply and require its
employees to wear badges or other suitable means of
identification, which shall be subject to the prior
and continuing approval of the Airport operator .
6 .4 The Lessee shall comply with all health and safety
laws and requirements and any other federal, state or
municipal laws, ordinances, rules, regulations and
requirements, applicable to the Leased Premises and
the improvements thereon and its operations at the
Airport hereunder .
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6 . 5 The Lessee shall comply with all written instructions
of the City in disposing of its trash and 'refuse at
Lessee' s expense. The Lessee shall be responsible for
removal from the Airport, or otherwise disposing of in
a manner approved by the City, all garbage, debris and
other waste materials (whether solid or liquid)
arising out of its occupancy of the Leased Premises or
out of its operations . The Lessee shall provide and
use suitable covered metal or other rigidly and
sturdily constructed receptacles, suitably screened
from public view, for all garbage, trash and other
refuse created on or arising in connection with the
activities conducted on the Leased Premises . Piling
of boxes, cartons, barrels or other similar items , in
an unsightly or unsafe manner, on or about the Leased
Premises is forbidden. The manner of handling and
disposing of trash, garbage and other refuse and the
frequency of removal thereof from the Airport shall at
all times be subject to the rules, regulations and
approval of the City. Lessee shall use extreme care
when handling, disposing of, and removing all such
waste to prevent littering the Airport.
6 . 6 The Lessee shall cause no nuisance, waste or injury on
or to the Leased Premises , and shall not do, or permit
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to be done, anything which may result in the creation,
commission or maintenance of such nuisance, waste or
injury on or to the Leased Premises .
6 . 7 The Lessee shall not do, nor permit to be done,
anything which may interfere with the effectiveness or
accessibility of the drainage system, sewerage system,
fire protection system, sprinkler system, alarm system
and fire hydrants and *hoses , if any, installed or
located on the Leased Premises .
6 . 8 The Lessee shall take measures to insure security in
compliance with Federal Aviation Regulations and the
Airport Security Plan.
6 . 9 The Lessee shall not overload any floor, structure,
structural member or paved area on the Leased
Premises, or paved area elsewhere on the Airport, and
shall repair at the Lessee ' s expense any floor,
structure, structural member, or any paved area
damaged by overloading without limiting the Lessee' s
obligations pursuant to Article 5 above.
6 .110 The Lessee shall not do, nor permit to be done, any
act or thing upon the Leased Premises :
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6 . 10 . 1 which will invalidate or conflict with any fire
insurance policies or regulations applicable to the
Leased Premises or any part thereof; nor,
6 . 10 .2 which may constitute a hazardous condition that
increases the risks attendant upon the operations
permitted by this Agreement .
6 . 11 The Lessee shall not use any flammable liquids within
any covered or enclosed portion of the Leased
Premises, except those oils, solvents and fuels and
other liquids used to repair and maintain aircraft and
ground equipment as long as such liquids are kept only
in working supply quantities . Any other supplies of
such liquids shall be kept and stored in safety
containers of a type approved by the Underwriters
Laboratories . The term "working supply" as used in
this Section 6 . 11 shall mean the amount consumed by
the Lessee and other parties using the Leased Premises
during any normal work day.
6 . 12 From time to time, the City may conduct pressure,
water flow, and other appropriate tests of the fire
extinguishing system and apparatus, if installed,
which constitutes a part of the Leased Premises and
the Lessee ' s proportionate share of the cost of such
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tests shall be paid to the City by the Lessee upon
demand.
6 . 13 Except for uses permitted under Article 3 hereof to be
performed by the Lessee or the Lessee ' s
subcontractors, the Lessee shall provide prompt
written notice to the City of any person, firm or
corporation performing aircraft maintenance work,
flight instruction of any sort, air taxi , aircraft
charter or aircraft leasing of any sort , or any ground
taxi services and any other ground transportation for
hire on the Leased Premises for commercial purposes
without a valid permit from the City.
6 . 14 It is the intent of the parties hereto that noise,
including, but not limited to, noise caused by
aircraft engine operation, shall be held to a
reasonable minimum. To this end, the Lessee will
conduct its operations in such a manner as to keep the
noise produced by aircraft engines and component parts
thereof, or any other noise, to a reasonable minimum
by such methods as are practicable, considering the
extent and type of the operations of the Lessee. In
addition, the Lessee will employ noise arresting and
noise reducing devices that are available and
economically practicable, considering the extent of
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the operations of the Lessee but in no event less than
those devices required by federal , state or local
law. In its use of the Leased Premises, the Lessee
shall take all reasonable care, caution and precaution
and shall use all reasonable efforts to minimize prop
or jet blast interference to aircraft operating on
taxiway or to buildings, structures and roadways, now
located on or which in the future may be located on
areas adjacent to the Leased Premises . In the event
the City determines that the Lessee has not used all
reasonable efforts to curb the prop or jet blast
interference, the Lessee hereby covenants and agrees
to erect and maintain at its own expense such
structure or structures as may reasonably be necessary
to prevent prop or jet blast interference, subject ,
however, to the prior written approval of the City as
to type, manner and method of construction, which
approval shall not be unreasonably withheld.
6 . 15 In the event of any product spills: or other
environmentally polluting discharges arising from
Lessee ' s equipment or caused by Lessee, its employees ,
agents or servants, clean up of such spills or
discharges and the payment of all fines and penalties
(including the cost of such cleanup) shall be the sole
responsibility of the Lessee. The Lessee shall
25 —
immediately commence containment and clean up
operations as necessary for operational or safety
consideration and shall notify the City and the
appropriate state and federal authorities immediately
of the spill and such cleanup operation. Such cleanup
shall be to the standards required by the U. S .
Environmental Protection Agency and any other agency
with jurisdiction over the Leased Premises . A spill
or discharge means a discharge of any petroleum or
hazardous substance which is in such quantity or
concentration as may be harmful or which poses a
foreseeable risk of harm to public health or welfare
or to natural resources or which is defined as a spill
or discharge by federal , state, or local laws , or
ordinances . All costs of containment or clean up for
such spill or discharge shall be borne by the Lessee .
The Lessee shall comply with all applicable federal
and state laws, regulations and rules regarding
aboveground and underground storage tanks . The
obligations of Lessee under this Section 6 . 15 shall
survive the termination of this Agreement .
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I.
ARTICLE 7
INGRESS AND EGRESS
7 . 1 The Lessee shall have the right of ingress and egress
between the Leased Premises and the public landing
areas at the Airport by means of connecting taxiways;
and..between the Leased Premises and the entrance(s) to
the Airport by means of connecting paved roads . Such
rights of ingress and egress shall be in common with
others having rights of passage thereon.
7 .2 The use of any such roadway or taxiway shall be
subject to the Rules and Regulations of the Airport
which are now in effect or which may hereafter be
promulgated. The City may, at any time, temporarily
or permanently, close or consent to, or request the
closing of, any such roadway or taxiway and any other
way at, in or near the Leased Premises presently or
hereafter used as such, so long as a reasonable means
of ingress and egress as provided above remains
available to the Lessee. The Lessee hereby releases
and discharges the City, its officers , employees and
agents, all other governmental authorities and their
respective successors and assigns, of and from any and
all claims, demands, or causes of action which the
Lessee may now or at any time hereafter have against
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any of the foregoing, arising or alleged to arise out
of the closing of any street, roadway or other area,
provided that a reasonable means of access to the
Leased premises remains available to the Lessee. The
Lessee shall not do or permit anything to be done
which will interfere with the free access and passage
of others to space adjacent to the Leased Premises or
in any streets or roadways on the Airport .
ARTICLE 8
INSURANCE, DAMAGE OR DESTRUCTION
8 . 1 To safeguard the interest and property of the City,
the Lessee at its sole cost and expense shall procure
and maintain throughout the term of this Agreement
insurance protection for all risk coverage on the
Improvements and structures located on the Leased
Premises, to the extent of one hundred percent (100%)
of the actual replacement cost thereof . Such
insurance shall be written by insurers of recognized
financial standing and authorized to conduct business
in the State of Texas . If said insurers become
financially incapable of performing under the terms of
said policy, the Lessee shall promptly obtain a new
policy issued by a financially responsible and
28
authorized carrier and shall submit such new policy as
previously provided.
8 . 1 . 1 The property insurance shall provide for thirty (30)
days notice of cancellation or material change, by
registered mail , to the City, Attention: City
Manager, and the Airport Manager .
8 . 1 . 2 The Lessee shall settle all losses with the insurance
carrier and shall consult with the City and use all
reasonable efforts to obtain a settlement that covers
the cost of repairing or rebuilding.
8 . 1 . 3 The Lessee shall provide certificates of insurance,
marked "premium paid" , evidencing existence of all
insurance required to be maintained prior to the
commencement of this Agreement . Upon the failure of
the Lessee to maintain such insurance as above
provided, the City, at its option, may take out such
insurance and charge the cost thereof to the Lessee,
or City may give notice of default hereunder pursuant
to Article 18 herein.
8 . 2 In the event any Improvements, insurable or
uninsurable, on the Leased Premises are damaged or
destroyed, the use of all insurance proceeds and
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Lessee' s obligations, if any, to rebuild shall be
governed solely by any Leasehold Mortgage(s) that
covered the Improvements at the time of the damage or
destruction. If the damaged or destroyed Improvements
are not covered by any Leasehold Mortgages (or if
covered by a Leasehold Mortgage, the Leasehold
Mortgagee does not require Lessee to rebuild) , the
Lessee shall have the election of repairing or
reconstructing the Improvements substantially as they
were immediately prior to such casualty or in a new or
modified design, subject to the provisions of
Sections 8 .3 and 8 . 4 below, Article 5 hereof, and
applicable building codes existing at the time of
repairing or rebuilding; or, notwithstanding the
provisions of Article 5 hereof, not to reconstruct the
Improvements, in which case the provisions of
Section 8 . 5 below shall apply. The Lessee shall give
the City written notice of its election hereunder
within sixty (60) days after the occurrence of such
casualty or the adjustment of the claim, whichever is
later . In the event of damage or destruction to any
of the Improvements upon the Leased Premises , the City
shall have no obligation to repair or rebuild the
Improvements or any fixtures, equipment or other
personal property installed by the Lessee pursuant to
this Agreement .
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8 . 3 I£ the damaged or destroyed Improvements are not
covered by any Leasehold Mortgages, the insurance
proceeds shall be paid to an escrow agent (the "Escrow
Agent") mutually agreed upon by the Lessee and the
City. If the Lessee elects to repair or reconstruct
the damaged Improvements, to the extent that any loss
is recouped by payment to the Escrow Agent of the
proceeds of the insurance, the amount of such
proceeds, together with any interest thereon, will be
paid to the Lessee to the extent necessary to cover
its costs of rebuilding or repairing the portion or
all of the Leased Premises which have been damaged or
destroyed. Such payments will be made by the Escrow
Agent to the Lessee, subject to the prior written
approval of the City, in installments as work
progresses provided that as to each request for
payment the Lessee shall certify to the Escrow Agent
and the city by a responsible officer or authorized
representative that the amounts requested are due and
payable to its contractor for work completed. Upon
completion of all the work, the Lessee shall certify
to the Escrow Agent and the City by a responsible
officer or authorized representative that such
rebuilding and repairs have been completed, that all
costs in connection therewith have been paid by the
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Lessee and said costs are fair and reasonable and said
certification shall also include an itemization of
costs . If the insurance proceeds are not sufficient,
the Lessee agrees to bear and pay the deficiency. If
the insurance proceeds are in excess of all costs
incurred, the Escrow Agent shall pay such excess
proceeds to Lessee. Nothing herein contained shall be
deemed to release the Lessee from any of its repair ,
maintenance or rebuilding obligations under this
Agreement .
8 .4 In the event the Lessee elects to repair or
reconstruct as provided in Section 8 .3 above, Lessee,
if it elects to continue its operation on the Airport ,
shall , at its expense, replace and repair any and all
fixtures, equipment and other personal property
necessary to properly and adequately continue its
airport business on the Airport, but in no event shall
Lessee be obligated to provide equipment and fixtures
in excess of those existing prior to such damage or
destruction except for requirements of construction
codes existing at the time of repair or replacement .
During such period of repair or replacement, the
rentals provided for elsewhere herein shall be
proportionately abated during the period from the date
of such damage, destruction or loss until the same is
32 -
repaired, replaced, restored or rebuilt, according to
the portion of the Improvements on the Leased Premises
that are used only for repair or rebuilding of same
and not for the uses described in Section 3 . 1 . Such
abatement shall not exceed the actual time required
for arranging for and the doing of such work. The
proportional amount of reduction of rentals will be
reasonably determined by the City. The Lessee agrees
that such work will be promptly commenced and
prosecuted to completion with due diligence; subject
to delays beyond the Lessee ' s control .
8 . 5 If the damaged or destroyed Improvements are not
covered by any Leasehold Mortgages (or if covered by a
Leasehold Mortgage, the Leasehold Mortgagee does not
require Lessee to rebuild) and if the Lessee shall
elect not to repair or to reconstruct the damaged
Improvements, the Lessee shall, at its own cost and
expense remove all debris resulting from - such damage
to the Leased Premises including foundations, concrete
piers, pavement, etc . , stub up utilities and restore
the surface to a level condition at its original
elevation and the Escrow Agent shall deliver the
balance of the insurance proceeds to the City. Upon
completion of such debris removal and restoration, and
the insurance proceeds payment by the Escrow Agent to
33 -
the City, Lessee may elect to terminate this Agreement
or continue to use the Leased Premises for other
aeronautical purposes . There shall be no obligation
on the part of the City or the Escrow Agent to
reimburse the Lessee from the insurance proceeds for
the loss or damage to fixtures, equipment or other
personal property of the Lessee. The Lessee, for its
own protection, may separately insure such fixtures ,
equipment or other personal property as its interests
may appear .
ARTICLE 9
LIABILITY, INSURANCE AND INDEMNIFICATION
9 . 1 The City shall in no way, nor under any circumstances
be responsible for any property belonging to the
Lessee, its officers, agents, employees, licensees,
invitees, tenants, guests , patrons , contractors and
subcontractors, which may be stolen, destroyed or in
any way damaged, and Lessee hereby covenants and
agrees to indemnify, hold harmless, and defend the
City, and its officers, agents and employees from and
against any and all such claims .
9 .2 The Lessee hereby covenants and agrees to ( i)
indemnify, hold harmless , and defend the City, and its
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officers, agents and employees from and against any
and all claims or suits for property damage and/or
personal injury, including death, to any. and all
persons, of whatsoever kind or character, whether real
or asserted, arising out of or in connection with the
operation, maintenance, use, or occupancy of the
Leased Premises by the Lessee, its officers,
employees, contractors, subcontractors, licensees, or
tenants, and ( ii) provide such insurance as required
in Section 9 . 3 hereof covering the acts and omissions
of all named insureds, including the City; and the
Lessee hereby assumes all liability and responsibility
for such claims or suits . The Lessee likewise shall
assume all responsibility and liability for, and shall
indemnify and hold harmless the City for any and all
injury or damage to Alliance Airport, the Leased
Premises or their facilities, arising out of or in
connection with the operation, maintenance, use or
occupancy of the Leased Premises, by the Lessee, its
officers, employees, contractors, subcontractors ,
licensees, or tenants .
Upon the filing with the City of a claim for damages
or injuries arising out of or in connection with the
incidents for which the Lessee herein agrees to
indemnify and hold the City harmless, the City shall
- 35 -
immediately notify the Lessee of such claim, and in
the event the Lessee does not settle or compromise
such claim, then the Lessee shall provide, at Lessee ' s
expense, the legal defense for the City should any
litigation or arbitration result from such claim.
9 .3 In addition to the Lessee' s undertaking, as stated in
this Article, and as a means of further protecting the
City, its officers, agents, servants and employees,
the Lessee shall at all times during the term of this
Agreement obtain and maintain in effect insurance
coverage consistent with the requirements of
Section 9 .2 hereof and Schedule A attached hereto and
made a part hereof . In this connection, the Lessee
agrees to require its contractors doing work on the
Airport, and the Lessee ' s tenants and sublessees, to
carry adequate insurance coverage.
9 .3 . 1 The Lessee shall review its coverage annually and
increase the minimum liability insurance set forth in
Schedule A to an amount when, in the Lessee ' s opinion,
the risks attendant to the Lessee ' s operations
hereunder have increased. The City shall not be
liable for any shortfall in Lessee ' s coverage or the
coverage of Lessee' s tenants or sublessees . In no
event shall the Lessee allow such insurance coverage
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to be below the minimum requirements set forth in
Schedule A. Failure to maintain such insurance in the
types and amounts specified herein shall c-)nstitute a
material and substantial breach of this Lease
Agreement .
9 . 4 The Lessee represents that it is the owner of or fully
authorized to use any and all services ,':. processes
machines, articles, marks, names or slogans used by it
in its operations under or anywise connected with this
Lease Agreement . The Lessee agrees to save and hold
the City, its officers, employees , agents and
representatives free and harmless of and from any
loss , liability, expense, suit or claim for damages in
connection with any actual or alleged infringement of
any patent, trademark or copyright, or arising from
any alleged or actual unfair competition or other
similar claim arising out of the operations of the
Lessee under or in anywise connected. with this
Agreement .
ARTICLE 10
RULES AND REGULATIONS AND MINIMUM STANDARDS
From time to time the City may adopt and enforce Rules
and Regulations and Minimum Standards with respect to
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the occupancy and use of the Airport . The Lessee
agrees to observe and obey any and all such Rules and
Regulations and Minimum Standards and all other
Federal, State and municipal rules, regulations and
laws in effect from time to time and to require its
officers, agents, employees, tenants, sublessees,
contractors, and suppliers, to observe and obey the
same. This provision will include compliance with the
Airport ' s Noise Abatement Plan, as promulgated. The
City reserves the right to deny access to the Airport
and its facilities to any person, firm or corporation
that fails or refuses to obey and comply with such
Rules and Regulations, laws and Minimum Standards .
ARTICLE 11
SIGNS
The Lessee shall have the right to install and
maintain one or more * signs on the Leased Premises
identifying it and its operations, provided, however ,
the subject matter, type, design, number, location and
elevation of such signs, and whether lighted or
unlighted, shall be subject to and in accordance with
the written approval of the City. No sign will be
approved which, in the City' s opinion, may be
confusing to aircraft pilots or automobile drivers or
- 38 -
other traffic or which fails to conform to the
architectural scheme of the Airport or meet the
requirements of the City.
ARTICLE 12
LEASEHOLD MORTGAGES, SUBLETTING, AND ASSIGNMENT
12 . 1 Lessee shall have the right, at any time and from time
to time, without the City' s consent, and on terms and
conditions determined by Lessee to be appropriate, to
mortgage, pledge, grant deed(s) of trust, or otherwise
encumber all or any portion of the leasehold estate
created hereby and all or any portion of the right,
title, and interest of Lessee hereunder (including
Lessee ' s interest in the Improvements) , and to assign,
hypothecate, or pledge the same as security for the
payment of any debt to any holder of a promissory note
or other evidence of indebtedness (such notes,
mortgages, deeds of trust, and other documents
evidencing and securing such loans shall be referred
to as a "Leasehold Mortgage" ; and a holder of a
Leasehold Mortgage as a "Leasehold Mortgagee" ) . No
Leasehold Mortgagee, trustee, or other person claiming
by, through, or under any Leasehold Mortgagee shall by
virtue thereof acquire any liens on the fee interest
of the City in the Leased Premises or any greater
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right in the Leased Premises than Lessee then had
under this Agreement, except for the rights expressly
granted to such Leasehold Mortgagee, trustee, or other
person under the terms of this Agreement . All
Leasehold Mortgages shall be subject to all of the
conditions, covenants, and obligations of this
Agreement and to all of the rights of the City
hereunder .
Lessee shall also have the right to finance any
Improvements (or any additions , alterations , or
improvement thereof) through the issuance of bonded
indebtedness secured, in whole or in part, by the
Leased Premises, the Improvements , or any rents or
other revenues resulting therefrom.
After the execution and recordation of any Leasehold
Mortgage, Lessee or the Leasehold Mortgagee shall
notify the City in writing that such Leasehold
Mortgage has been given and executed by Lessee and
shall furnish the City with the address to which
copies of notices should be mailed. The City agrees
that it will thereafter give to the Leasehold
Mortgagee, at the address so given, duplicate copies
of any and all notices in writing which the City may
from time to time give or serve upon Lessee under and
40 -
pursuant to the terms and provisions of this
Agreement . Such Leasehold Mortgagee shall have the
same cure rights available to Lessee with respect to
any alleged failure by the Lessee to perform under
this Agreement, and if the alleged failure is cured,
the City will accept such cure tendered by such
Leasehold Mortgagee.
In addition to the cure rights of a Leasehold
Mortgagee as described above, each Leasehold Mortgagee
shall also have the right to partially cure any
alleged default by the Lessee under this Agreement to
the extent that such default affects any portion of
the Leased Premises or Improvements covered by its
Leasehold Mortgage ( including, but not limited to, a
prorated payment of rent and use fees as set forth in
Article 4 hereof) . In the event of such a partial
cure by a Leasehold Mortgagee, the City agrees that
this Agreement shall continue in full force and effect
with respect to the portion of the Leased Premises and
Improvements covered by the Leasehold Mortgage of such
Leasehold Mortgagee; provided, however, all reasonable
and necessary City costs related to such
documentation, including reasonable and necessary
attorneys ' fees, shall be paid to the City by Lessee .
The City agrees to reasonably cooperate with Lessee
- 41 -
and any prospective Leasehold Mortgagee in documenting
these partial cure rights in a manner reasonably
requested by such Leasehold Mortgagee.
No Leasehold Mortgagee shall be or become liable to
the City as an assignee of this Agreement or otherwise
until it expressly assumes such liability in writing,
and no assumption shall be inferred or result from
foreclosure or other appropriate proceedings in the
nature thereof or as the result of any other action or
remedy provided for by any Leasehold Mortgage or other
instrument executed in connection with such Leasehold
Mortgage or from a conveyance from Lessee pursuant to
which the purchaser at foreclosure (or grantee or
transferee in lieu thereof) shall acquire the rights
and interests of Lessee under the terms of this
Agreement .
12 . 2 Lessee may enter into agreements (collectively,
"Subleases" ) with sub-lessees, licensees, and
concessionaires (collectively, "Sublessees" ) for the
right to use or occupy the Leased Premises or the
Improvements or any part thereof without the consent
of the City; provided, however, all Sublessees must
still obtain FBO permits or commercial operating
permits, as applicable, from the City in accordance
42 -
with the Minimum Standards in effect from time to
time. All Subleases shall be subordinate to all the
terms, conditions, and covenants of this Agreement,
and no such Sublease shall extend beyond the term of
this Agreement .
12 .3 Except as provided in Sections 12 . 1 and 12 .2 above,
the Lessee covenants and agrees that it will not sell ,
convey, transfer, mortgage, pledge, or assign this
Agreement, or any part hereof, or any interests
herein, or any rights created hereby, without the
prior written consent of the City. The foregoing
notwithstanding, the City, in consideration of the
investments by Lessee, agrees that ( i) Lessee may,
without the consent of the City, assign all or any
portion of its interest in this Agreement, the Leased
Premises, or the Improvements to any "Affiliate"
( i .e. , any entity that controls, is controlled by, or
is under common control with the Lessee) of Lessee and
(ii) the City will consent to the assignment of this
Agreement by the Lessee to a responsible third party,
provided, that the request for the City' s consent is
in writing and presented at least sixty days prior to
the date of assignment and provided, further , that the
City determines, in its sole discretion and to its
satisfaction, that the prospective assignee is
- 43 -
financially and operationally responsible to fulfill
the duties and responsibilities prescribed by this
Lease Agreement. The City shall not unreasonably
delay action on the Lessee ' s request for its consent;
provided, however, that any such consent shall be
given only by formal action of the City Council of the
City of Fort Worth.
12 . 4 Except as provided in Section 12 . 1 and Section 12 . 2
above, any attempted assignment or transfer of this
Agreement, or any rights of the Lessee hereunder ,
without the prior written consent of the City, shall
be void.
12 . 5 Any assignment of this Agreement shall be on the
condition that the assignee accepts and agrees to all
of the terms, conditions and provision of this
Agreement, and agrees to accept and discharge all of
the covenants and obligations of the Lessee hereunder,
including but not limited to, the payment of all sums
due and to become due by Lessee under the terms hereof .
12 . 6 No Sublease shall in any way relieve the Lessee of any
of its obligations to the City set forth or arising
from this Agreement . Any termination of the Lessee ' s
rights hereunder shall only give the City the right to
44 -
terminate "below-market" Subleases with Affiliates
(defined in Section 12 .3 above) of Lessee. All other
Subleases, however, shall survive any termination of
Lessee' s rights hereunder, and the rights of such
Sublessees shall not be disturbed so long as they
perform in accordance with their respective
Subleases . Any surviving Sublessee shall be deemed to
have agreed to attorn to the City, and from that time
the City shall have all of the rights and remedies of
Lessee under all such Subleases .
12 . 7 If the Lessee assigns, sells, conveys, transfers ,
mortgages, or pledges this Agreement in violation of
the foregoing provisions of this Article, the City may
collect from such assignee or anyone else who claims a
right to this Agreement or who occupies the Leased
Premises any charges or fees payable by it and may
apply the net amount collected to the rents hereuder
and no such collection shall be deemed a waiver by the
City of the agreements contained in this .' Article nor
of acceptance by the City of any assignee, claimant,
or occupant, nor as a release of the Lessee by the
City from the further performance by the Lessee of the
agreements contained herein.
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ARTICLE 13
CONDEMNATION
13 . 1 In the event that the Leased Premises or any part
thereof shall be condemned and taken by authority of
eminent domain for any purpose during the term of this
Agreement or sold to such authority in lieu of a
taking (collectively, a "condemnation" ) , any award
which shall be made as a result of such condemnation
( i) if for the fee interest in the Leased Premises ,
shall be paid to the City and ( ii ) if for the
leasehold interest in the Leased Premises or for any
interest in any Improvements placed, located, or
constructed thereon, shall be paid to Lessee and any
Leasehold Mortgagees in accordance with the rights
under any Leasehold Mortgages, it being understood
that the City has fee title to the real property and
title to all Improvements thereon is vested in the
Lessee until the expiration or earlier termination of
this Agreement . Either party, consistent with its
rights under applicable law, may appear in any such
condemnation proceeding and present its claims for
damages , if any, arising from such condemnation.
13 .2 Rentals for that portion of the Leased Premises
condemned shall be abated from the date that the
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Lessee is dispossessed therefrom; provided, however,
if all of the Leased Premises are condemned or if a
portion of the Leased Premises are condemned and in
the Lessee' s judgment, the remaining portion of the
Leased Premises is insufficient for the Lessee ' s
operations authorized hereunder, the Lessee may
terminate this Agreement and all of its rights and
unaccrued obligations hereunder effective as of the
date of the taking of the condemned portion by giving
the City written notice of its desire to terminate .
13 .3 The Lessee shall be entitled to the award made for a
temporary taking of possession of all or part of the
Leased Premises for any period of time within the term
of this Lease. Such award shall be full compensation
to the Lessee for such temporary taking and no claims
for damages arising out of the temporary taking shall
be made against the City.
ARTICLE 14
NON-DISCRIMINATION
14 . 1 The Lessee, for itself and on behalf of its heirs,
personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does
hereby covenant and agree as a covenant running with
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the land that in the event facilities are constructed,
maintained, or otherwise operated on the Leased
Premises, for a purpose for which a United States
Government program or activity is extended, the Lessee
shall maintain and operate such facilities and
services in compliance with all other requirements
imposed pursuant to Title 49, Code of Federal
Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21 , Nondiscrimination in
Federally-assisted programs of the Department of
Transportation-Effectuation of Title VI of the Civil
Rights Act of 1964 , and as said Regulations may be
amended .
14 .2 The Lessee, for itself and on behalf of its personal
representatives, successors in interest and assigns ,
as a part of the consideration hereof, does hereby
covenant and agree as a covenant running with the land
that ( i) no person on the grounds of race, color , or
national origin shall be excluded from participation
in, denied the benefits of, or be otherwise subjected
to discrimination in the use of the Leased Premises;
(ii) that in the construction of any Improvements on,
over, or under such land and the furnishing of
services thereon, no person on the grounds of race,
color, or national origin shall be excluded from
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participation in, denied the benefits of, or otherwise
be subjected to discrimination, ( iii) that the Lessee
shall use the Leased Premises in compliance with all
other requirements imposed by or pursuant to Title 49 ,
Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary,
Part 21, Nondiscrimination in Federally-assisted
programs of . the Department of Transportation
Effectuation of Title VI of the Civil Rights Act of
1964, and as said Regulations may be amended,
14 . 3 In this connection, the City reserves the right to
take whatever action it might be entitled by law to
take in order to enforce this provision. This
provision is to be considered as a covenant on the
part of the Lessee, a breach of which, continuing
after notice by the City to cease and desist, will
constitute a material breach of this Agreement and
will entitle the City, at its option, to exercise its
right of termination as provided for herein, or take
any action that it deems necessary to enforce
compliance herewith.
14 .4 The Lessee shall include the foregoing provisions in
every agreement or concession pursuant to which any
person or persons, other than the Lessee, operates any
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facility at the Leased Premises providing service to
the public and shall include therein a provision
granting the City a right to take such action as the
United States may allow or direct to enforce such
covenant .
14 . 5 The Lessee shall indemnify and hold harmless the City
from any claims and demands of third persons,
including the United States of America, resulting from
the Lessee ' s noncompliance with any of the provisions
of this Section and the Lessee shall reimburse the
City for any loss or expense incurred by reason of
such noncompliance.
14 . 6 To the extent legally required and applicable, the
Lessee assures that it will undertake an affirmative
action program as required by 14 CFR Part 152,
Subpart E and 49 CFR Part 23 , Subparts E & F, if
.applicable, to insure that no person shall on the
grounds of race, creed, color, national origin, or sex
be excluded from participation in any employment
activities covered in 14 CFR Part 152 , Subpart E and
49 CFR Part 23 , Subparts E & F, if applicable. The
Lessee assures that no person shall be excluded on
these grounds from participating in or receiving the
services or benefits of any program or activity-
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covered by this subpart. The Lessee assures that it
will require that its tenants and sublessees and its
covered tuborganizations provide assurances to the
Lessee that . they similarly will undertake affirmative
action programs and that they will require assurances
from their suborgani zat ions, to the extent required by
14 CFR Part 152, Subpart E and 49 CFR Part 23,
Subparts E & F, if applicable, to the same effect .
ARTICLE 15
GOVERNMENTAL REQUIREMENTS
15 . 1 The Lessee shall procure all licenses, certificates,
permits, or other authorization from all governmental
authorities, if any, having jurisdiction over the
Lessee ' s operations at the Leased Premises which may
be necessary for the Lessee' s operations thereat .
15 . 2 The Lessee shall pay all taxes, license,
certification, permit and examination fees; and excise
taxes which may be assessed, levied, exacted, or
imposed on the Leased Premises or operation hereunder
or on the gross receipts or gross income to the Lessee
therefrom, and shall make all applications, reports
and returns required in connection therewith.
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15 .3 In addition to compliance by the Lessee with all laws,
ordinances, governmental rules, regulations , and
orders now or at any time in effect during the term
hereunder which as a matter of law are applicable to
the operation, use or maintenance by the Lessee of the
Leased Premises or the operations of the Lessee under
this Agreement, the Lessee agrees that it shall
conduct all its operations under this Agreement and.
shall operate, use, and maintain the Leased Premises
in such manner that there will be at all times a
practicable minimum of air pollution or any other type
of pollution, and in accordance with Section 6 . 14 , a
practicable minimum of noise emanating from, arising
out of , or resulting from the operation, use, or
maintenance of the Leased Premises by the Lessee and
from the operations of the Lessee under this Agreement .
15 .3 . 1 The City hereby reserves the right from time to time
and at any time during the term of this Agreement to
require the Lessee and the Lessee agrees to design and
construct at its sole cost and expense such reasonable
structures, fences, equipment, devices, and other
facilities as may be necessary or appropriate to
accomplish the objective as set forth in Section 15 .3
hereof . All locations, the manner , type, and method
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of construction and the size of any of the foregoing
shall be determined by the City.
II
15 .3 . 2 The Lessee shall submit for City approval an
application together with its plans and specifications
covering the required work or any other work and,
subject to receiving such approval , shall proceed
diligently to construct the same.
ARTICLE 16
RIGHTS OF ENTRY RESERVED
16 . 1 The City, by its officers, employees, agents ,
representatives , and contractors shall have the right
at all reasonable times to enter upon the Leased
Premises for any and all reasonable purposes not
inconsistent with this Agreement .
16 . 2 Without limiting the generality of the foregoing, the
City, by its officers, employees, agents,
representatives, contractors, and furnishers of
utilities and other services, shall have the right, at
its own cost and expense, whether for its own benefit,
or for the benefit of others than the Lessee at the
Airport, to maintain existing and future underground
mechanical , underground electrical and other
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underground utility systems and to enter upon the
Leased Premises at all reasonable times, and upon
notice to Lessee, to make such repairs, replacements,
or alterations thereto, as may, in the opinion of the
City, be deemed necessary or advisable, and from time
to time (with the prior written approval of Lessee,
which approval will not be unreasonably withheld) to
.construct or install under the Leased Premises such
underground systems or parts thereof and, in
connection with such maintenance, use the Leased
Premises for access to such underground systems . The
City agrees that in the event it exercises the rights
reserved in this Section 16 . 2 , the City, at its costs
and expense, shall repair any damage to the Leased
Premises that result therefrom ( including damage
caused by the City or its employees, agents,
representatives, contractors, or any other person to
whom such rights have been assigned) . It is
specifically understood and agreed that the
reservation of the aforesaid right by the City shall
not impose or be construed to impose upon the City any
obligation to repair, replace, or alter any utility
service lines now or hereafter located on the Leased
Premises for the purpose of providing utility services
only to the Leased Premises .
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16 . 3 In the event that any personal property of the Lessee
shall obstruct the access of the City, its officers,
employees, agents, or contractors, or the utility
company furnishing utility service to any of the
underground utility systems described in Section 16 . 2
above, and thus shall interfere with the inspection,
maintenance, or repair of any such system pursuant to
Section 16 . 2, the Lessee shall move such property, as
directed by the City or said utility company, in order
that access may be had to the system or part thereof
for inspection, maintenance or repair . If the Lessee
shall fail to so move such property after direction
from the City or said utility company to do so, the
City or the utility company may move it, and the
Lessee hereby agrees to pay the cost of such moving
upon demand, and further the Lessee hereby waives any
claim against the City for damages as a result
therefrom.
16 .4 Exercise of any or all of the foregoing rights in this
Article, by the City, or others under right of the
City, shall not be, nor be construed to be, an
eviction of the Lessee, nor be made the grounds for
any abatement of rental nor any claim or demand for
damages against the City, consequential or otherwise .
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ARTICLE 17
ADDITIONAL RENTS AND CHARGES
17 . 1 Except as provided in Section 5 .3 (b) in the event
the Lessee fails within thirty (30) days after receipt
of written notice from the City to perform or commence
to perform any obligation required herein to be
performed by the Lessee, the City may enter the Leased
Premises (without any liability for such entry and
without such entering causing or constituting a
cancellation of this Agreement or an interference with
the possession of such Leased Premises by the Lessee)
and do all things reasonably necessary to perform such
obligation, charging to the Lessee the cost and
expense thereof, and the Lessee agrees to pay to the
City upon demand such charge in addition to any other
amounts payable by the Lessee hereunder . Provided,
however, that if the Lessee ' s failure to perform any
such obligation endangers the safety of the public or
employees or property of the City, or other tenants of
the Airport, and the City so states in its notice to
the Lessee, the City (without any liability to the
Lessee) may perform such obligation of the Lessee at
any time after the giving of such notice, and charge
to the Lessee the reasonable cost and expense thereof
which the Lessee shall pay upon demand.
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17. 2 If the City elects to pay any sum or sums or incur any
obligation or expense by reason of the failure,
neglect, or refusal of the Lessee to perform or
fulfill any one or more of the conditions, covenants,
or agreements contained in this Agreement, or as the
result of any act or omission of the Lessee contrary
to said conditions , covenants, or agreements, the
Lessee hereby agrees to pay the sum or sums so paid or
expense so incurred by the City as the result of such
failure, neglect , or refusal of the Lessee, including
interest, not to exceed twelve percent ( 12%) per
annum, together with all costs, damages and
penalties . In such event, the total of such amounts
may be added to any installment of rent thereafter due
hereunder , and each and every part of the same shall
be and become additional rent recoverable by the City
in the same manner and with like remedies as if it
were originally a part of the rent provided for in
this Agreement .
ARTICLE 18
TERMINATION BY THE CITY
18. 1 In the event Lessee (or any successor in interest to
Lessee) ceases to pay the full amount of rental or any
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other charges required by this Agreement to be paid to
the City, the City shall give written notice to the
Lessee of such default . If, within fifteen. ( 15) days
after the date the City gives such notice, the Lessee
has not corrected said default, and paid -:he
delinquent amount in full , the City may by written
notice to the Lessee terminate this Agreement and all
rights and privileges granted hereby in and to the
Leased Premises .
18 . 2 Upon the default by the Lessee in the performance of
any covenant or conditions required to be performed by
the Lessee, and the failure of the Lessee to commence
to remedy such default for a period of thirty (30)
days after receipt from the City of written notice to
remedy the same (except as otherwise provided in
Section 5 .3(b) above) and thereafter diligently pursue
the completion of such remedy and, except default in
the timely payment of any money due the City, within
fifteen (15) days after notice to Lessee, the City
shall have the right to terminate this Agreement for
such cause by giving written notice of termination to
the Lessee. Notwithstanding the fact that Lessee may
be diligently pursuing the completion of any remedy,
Lessee must substantially complete such remedy within
nine months after beginning same .
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18 .3 Upon the default by Lessee, and the giving of notice
of the default by the City as provided for- elsewhere
herein, and the expiration of all applicable cure
periods, the notice of termination shall become final ;
provided, however, that should the City determine that
the Lessee is diligently remedying such default to
completion, the City may withhold said notice of
termination. If, however, the City determines, in its
reasonable discretion, that such default is no longer
being diligently remedied to conclusion, the City
shall have the right to issue said notice of
termination, and said notice of termination shall no
longer be held in abeyance for any reason and shall
become final upon notice to the Lessee.
18 .4 Upon termination of this Agreement for any reason, all
rights of the Lessee shall terminate. The rights of
any Sublessees who are Affiliates of Lessee and who
occupy the Leased Premises at "below-market" rates
shall also terminate . The rights of other Sublessees ,
however , shall not terminate and their rights shall
not be disturbed so long as they perform in accordance
with their respective Subleases . Upon such
termination, the Leased Premises , except for Lessee ' s
equipment, fixtures, and other personal property which
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may be removed from said Leased Premises as provided
elsewhere herein, shall be free and clear of all
claims of the Lessee, and the City shall have
immediate right of possession to the Leased Premises .
The City shall not be liable ( i) to assume, take
subject to, or otherwise be responsible for the
payment or performance under any Leasehold Mortgage or
(ii) to Lessee or Lessee ' s contractors, Sublessees , or
anyone else, for the value of Improvements constructed
or located on the Leased Premises .
18 . 5 Failure by the City to take any authorized action upon
default by the Lessee of any of the terms, covenants
or conditions required to be performed, kept, and
observed by the Lessee shall not be construed to be,
nor act as, a waiver of said default nor of any
subsequent default of any of the terms , covenants and
conditions contained herein to be performed, kept, and
observed by the Lessee. Acceptance of rentals by the
City from the Lessee, or performance by the City under
the terms hereof, for any period or periods after a
default by the Lessee of any of the terms, covenants,
and conditions herein required to be performed, kept
and observed by the Lessee shall not be deemed a
waiver or estoppel of any right on the part of the
City to cancel this Agreement for any subsequent
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failure by the Lessee to so perform, keep, or observe
any of said terms, covenants or conditions .
18 . 6 Foreclosure by Leasehold Mortgagee. Notwithstanding
anything in this Agreement to the contrary, the City
shall not be entitled to exercise its right to
terminate this Agreement as provided in this
Article 18 during the period that a Leasehold
Mortgagee shall require to ( i) foreclose its mortgage
or otherwise to fulfill or complete its remedies under.
its Leasehold Mortgage or (ii) cure any default under
this Agreement; provided, however, such period shall
not exceed 180 days after the City gives notice of
termination pursuant to Section 18 . 1 and Section 18 . 2
hereof and provided further that within such period:
(a) such Leasehold Mortgagee proceeds promptly and
with due diligence with its remedies under its
Leasehold Mortgage or its cure under this Agreement;
(b) there is timely paid to the City the rental and
all other sums which have, or may, become due and
payable with respect to the portion of the Leased
Premises or Improvements covered by the Leasehold
Mortgage of such Leasehold Mortgagee and (c) and all
other terms and provisions of this Agreement, to the
extent they are applicable to the portion of the
Leased Premises covered by the Leasehold Mortgage of
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such Leasehold Mortgagee are duly complied with by
such Leasehold Mortgagee.
18 . 7 No Voluntary Surrender of Leasehold Estate Without
Consent of Leasehold Mortgagee. So long as there
exists an unpaid or undischarged Leasehold Mortgage on
the estate of Lessee created hereby, the City
expressly agrees for the benefit of the Leasehold
Mortgagee that it will not accept from Lessee a
voluntary surrender of the Leased Premises or a
cancellation or amendment of this Agreement prior to
the expiration of this Agreement without the written
consent of the Leasehold Mortgagee.
18 . 8 New Lease with Leasehold Mortgagee upon Termination.
If this Agreement shall terminate for any reason, the
City agrees that the Leasehold Mortgagee shall have
the right, for a period of 90 days subsequent to such
termination of this Agreement, to deliver to the City
written notice of the Leasehold Mortgagee ' s election
to execute a new lease of the Leased Premises of the
character and, when executed and delivered and
possession of the Leased Premises is taken thereunder,
having the effect hereinafter set forth. The new
lease shall be executed by the City and the Leasehold
Mortgagee within 15 days after the receipt by the City
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of such written notice. Such- new -lease shall be for a
term to commence at the termination of this Agreement
and shall have as the date for the expiration thereof
the same date stated in this Agreement as the date for
the expiration hereof . The rent thereof shall be at
the same rate as would have been applicable during
such term under the provisions of this Agreement had
this Agreement not so terminated, and all the rents,
covenants, conditions, and provisions of such new
lease, including, but not limited to, the conditional
limitations set forth in this Agreement , shall be the
same as the terms, conditions and provisions of this
Agreement . The Leasehold Mortgagee shall , at the time
of the execution and delivery of such new lease, pay
to the City all rental and other sums which would have
become payable hereunder by Lessee to the City to the
date of the execution and delivery of such new lease
had this Agreement not terminated, and which remain
unpaid at the time of the execution and delivery of
such new lease, together with reasonable attorney' s
fees and expenses in connection therewith. Any such
new lease as contemplated in this Section 18 . 8 may, at
the option of the Leasehold Mortgagee, be executed- by
a nominee of such holder, without the Leasehold
Mortgagee assuming the burdens and obligations of
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Lessee thereunder beyond the period of its ownership
of the leasehold estate created hereby.
ARTICLE 19
TERMINATION; REMEDIES; SURRENDER; AND RIGHT OF RE-ENTRY
19 . 1 Termination Rights .
19 - 1 . 1 If Lessee fails to submit plans and specifications for
the Initial Improvements (as described in Section 4 . 4
hereof) within 12 months after this Agreement is fully
executed, the sole and exclusive remedy of the City
shall be to terminate this Agreement with respect to
the real property described in Section 2 . 1 . 1 hereof;
whereupon ( i) neither party shall have any further
rights, obligations, or remedies hereunder with
respect to the terminated land; and ( ii) the remainder
of this Agreement, to ' the extent applicable, shall
remain in full force and effect .
191 . 1 . 2 If Lessee fails to substantially complete construction
of the Initial Improvements within 18 months after the
City has approved Lessee' s plans and specifications
and issued a building permit for the Initial
Improvements, the sole and exclusive remedy of the
City shall be to terminate this Agreement with respect
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to the Platted Portion for which the building permit
was issued and construction was begun; whereupon ( i)
Lessee shall be liable for the actual
costs and
expenses of completing the facilities in accordance
with the approved plans and specifications; ( ii)
except as provided by the immediately preceding clause
" (i) " , neither party shall have any further rights,
obligations, or remedies hereunder with respect to the
terminated land; ( iii) rent and use fees (other than
annual rental pursuant to Sections 4 . 1 . 2 and 4 . 1 .3
hereof) will be reduced on a pro rata basis ; and ( iv)
the remainder of this Agreement, to the extent
applicable, shall remain in full force and effect .
it
19 . 1 .3 If Lessee or a professional third party fails to
obtain an FBO permit on or before the date on which
the Initial Improvements are substantially complete,
the sole and exclusive remedy of the City shall be to
terminate this Agreement with respect to the real
property described in Section 2 . 1 . 1 hereof; whereupon,
( i) Lessee shall be liable for the actual costs and
expenses of completing the facilities in accordance
with the approved plans and specifications; ( ii)
except as provided in the immediately preceding clause
" M " , neither party shall have any further rights,
obligations . or remedies hereunder with respect to the
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terminated land; and ( iii) the remainder of this
Agreement, to the extent applicable, shall remain in
full force and effect.
19 . 1 . 4 Lessee shall have the right to terminate this
Agreement with respect to the Fire Station Tract (and
all improvements located and constructed thereon) upon
not less than 180 days ' advance written notice to the
City; whereupon, ( i) neither party shall have any
further rights, obligations, or remedies hereunder
with respect to the terminated land; and ( ii ) the
remainder of this Agreement, to the extent applicable,
shall remain in full force and effect .
19 . 2 Limitation on City' s Remedies . Notwithstanding any
other provision in this Agreement to the contrary,
upon any default by Lessee of any provision of this
Agreement or upon any termination of this Agreement
for any reason ( including, but not limited to, any
such default by Lessee) , the City' s sole and exclusive
remedy shall be to re-enter and take possession of the
Leased Premises (or portion thereof) and to take title
to and possession of the Improvements (or portion
thereof) then located, placed, or constructed thereon,
free from any claims by Lessee. The exercise of such
remedy (i) shall not obligate the City to assume, take
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subject to, or otherwise be responsible for the
payment or performance under any Leasehold Mortgage
and (ii) shall not affect the rights of any Sublessee
(except Sublessees that are Affiliates of Lessee and
that occupy the Lease Premises at "below-market"
rates) . The remedy limitation set forth in this
Section 19 . 2 shall not apply to (a) the liability of
Lessee (pursuant to Section 19 . 1 . 2( 1) and
Section 19 - 1 . 3( 1) for the actual costs and expenses of
completing facilities; (b) any indemnity obligations
of Lessee set forth in this Agreement; (c) to the
repayment obligations of Lessee pursuant to
Sections 5 .3 or 5 . 4 hereof; or (d) to the obligations
of Lessee pursuant to Section 6 . 15 hereof . In
addition, nothing contained in this Agreement shall be
interpreted to constitute the personal obligations of
Lessee to pay or perform under or in accordance with
any Leasehold Mortgage.
19 .3 Upon the expiration or termination of this Agreement
pursuant to any terms hereof, the Lessee agrees
peaceably to surrender up the Leased Premises to the
City in the same condition as they are at the time of
the commencement of the term hereof, and as they may
hereafter be repaired and improved by the Lessee; save
and except, (a) such normal wear and tear thereof as
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could not have been prevented by ordinary and usual
repairs and maintenance, (b) obsolescence in spite of
repair , and (c) damage to or destruction of the
Improvements for which insurance proceeds are received
by the City. Upon such termination, the City may
re-enter and repossess the Leased Premises together
with all Improvements . Furthermore, upon such
termination, and for a reasonable time thereafter (not
exceeding thirty (30) days after such termination, and
for which period the Lessee will pay to the City
current lease rentals) , or during the term of this
Agreement, if the Lessee is not in default in rentals
or any other charges or obligations due the City, the
Lessee shall have the right to remove its personal
property, fixtures and trade equipment which it may
have on the Leased Premises , provided the removal
thereof does not impair, limit, or destroy the utility
of said Leased Premises or building for the purpose
for which they were constructed or improved, and
provided, further, that the Lessee repairs all damages
that might be occasioned by such removal , and restore
the Leased Premises to the condition above required.
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ARTICLE 20
SERVICES TO LESSEE
20 . 1 The City covenants and agrees that during the term of
this Agreement it will operate the Airport as such for
the use and benefit of the public provided however ,
III
that the City may prohibit or limit any given type,
kind, or class of aeronautical use of the Airport if
such action is necessary for the safe operation of the
Airport or necessary to serve the civil aviation needs
of the public . The City further agrees to use its
best efforts to maintain the runways and taxiways in
good repair . The City agrees to keep in good repair
hard-surfaced public roads for access to the Leased
Premises . The City also agrees to provide and
maintain water and sanitary sewer services in areas
designated for utilities or easements adjacent to the
Leased Premises for access thereto by the Lessee in
accordance with the City policy governing same.
20 . 2 The Lessee will contract with and obtain all required
permits from the appropriate departments for any
utility services provided by the City for the Lessee,
paying any required connection fees, including those
to be paid by owners, and all such services will be
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it
provided at rates and on terms and conditions
established by the City for similar users in the City.
20 .3 The Lessee will also contract with the furnishers of
all other utilities for the furnishing of such
services to the Leased Premises and shall pay for all
water, gas , electricity, sanitary sewer service, other
utilities , telephone, private security and fire
protection services furnished to the Leased Premises .
The City shall allow the providers of such utilities
reasonable access to the boundaries of the Leased
Premises for the installation of their utility systems ,
ARTICLE 21
THIS ARTICLE 21 INTENTIONALLY LEFT BLANK
ARTICLE 22
THIS ARTICLE 22 INTENTIONALLY LEFT BLANK
ARTICLE 23
LIMITATION OF RIGHTS AND PRIVILEGES GRANTED
23 . 1 Except the exclusive right of the Lessee to possession
of the Leased Premises , no exclusive rights at the
Airport are granted by this Agreement and no greater
rights or privileges with respect to the use of the
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Leased Premises or any part thereof are granted or
intended to be granted to the Lessee by this
Agreement, or by any provision thereof, than the
rights and privileges expressly and specifically
granted hereby.
ARTICLE 24
NOTICES
24 . 1 All notices, consents and approvals required or
desired to be given by the parties hereto shall be
sent in writing, and shall be deemed given when
received at the recipient ' s notice address except that
notice that must be given by a certain time to be
effective and is sent registered or certified mail ,
postage prepaid, return receipt requested, addressed
to the recipient ' s address shall be deemed given when
posted. Notice that starts the running of a time
period and is delivered on a non-business day shall be
deemed delivered on the next business day, if left at
the notice address, or the next business day on which
it is redelivered if it is not left at the notice
address .
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24 . 2 The notice addresses of the parties are as follows :
i
To the City:
City Manager
Mana g
City of Fort Worth
1000 Throckmorton
Ft . Worth, Texas 76102
and
Director Airport Systems
Meacham Airport
4201 North Main Street
Ft. Worth, Texas 76106
To The Lessee :
Alliance Air Services , Inc .
Attn: Timothy D. Ward
2250 Alliance Boulevard
Ft . Worth, Texas 76117
and
Hillwood Development Corporation
Attn: Rick Patterson
2421 Westport Parkway
Suite 200
Ft . Worth, Texas 76177
Such addresses shall be subject to change from time to
time to such other representatives or addresses as may
have been specified in written notice given by the
intended recipient to the sender .
24 .3 . Notice to Leasehold Mortgagee. Notwithstanding
anything in this Agreement to the contrary, the 'City
agrees, if and so long as the leasehold estate of
Lessee is encumbered by any Leasehold Mortgages in
favor of any Leasehold Mortgagees, to give the
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Leasehold Mortgagees (at such address or addresses as
may be specified by said Leasehold Mortgagees to the
City in writing) duplicate copies of any and all
notices in writing which the City may from time to
time give or serve upon Lessee under and pursuant to
the terms and provisions of this Agreement, and no
i
such notice to Lessee shall be effective or be deemed
to have been given to Lessee hereunder unless such
notice is also given to said Leasehold Mortgagees; and
said Leasehold Mortgagees shall have the right, within
the same period of time as given to Lessee, and to the
same extent and with the same effect as though done by
Lessee, to take such action or to make such payment as
may be necessary or appropriate to cure any event of
default, it being the intention of the parties hereto
that the City shall not terminate this Agreement or
Lessee' s rights of possession hereunder without first
affording to said Leasehold Mortgagees the same rights
and the same notices with respect to any such default
and the same period or periods of time within which to
cure the same, including the right to enter into
possession of the Leased Premises .
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ARTICLE 25
HOLDING OVER
25 . 1 No holding over by the Lessee after the termination of
this Agreement shall operate to extend or renew this
Agreement for any further term whatsoever; but the
Lessee will by such holding over become a tenant at
will of the City and, after written notice by the City
to vacate such premises, continued occupancy thereof
by the Lessee shall constitute the Lessee a trespasser .
25 . 2 Any holding over by the Lessee beyond the thirty (30)
day period permitted for removal of fixtures without
the written consent of the City shall make the Lessee
liable to the City for damages equal to double the
rentals provided for herein and which were in effect
at the termination of this Agreement .
25 . 3 All insurance coverage that the Lessee is required
under the provisions hereof to maintain in effect
shall continue in effect for so long as the Lessee, or
any of the Lessee ' s sublessees or tenants occupy the
Leased Premises or any part thereof .
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ARTICLE 26
INVALID PROVISIONS
26 . 1 The invalidity of any provisions, articles,
paragraphs, portions, or clauses of this Agreement
shall have no effect upon the validity of any other
part or portion hereof, so long as the remainder shall
constitute an enforceable agreement .
ARTICLE 27
MISCELLANEOUS PROVISIONS
27 . 1 Non-Waiver of Rights
The failure by either party to exercise- any right, or
rights accruing to it by virtue of the breach of any
covenant, condition or agreement herein by the other
party shall not operate as a waiver of the exercise of
such right or rights in the event of, any subsequent
breach by such other party, nor shall such other party
be relieved thereby from its obligations under the
terms hereof .
27 .2 Non-liability of Individuals .
No director, officer, agent or employee of either
party hereto shall be charged personally or held
contractually liable by or to the other party under
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any term or provision of this Agreement or of any
supplement, modification or amendment to this
Agreement because of any breach thereof , or because of
his or their execution or attempted execution of the
same.
27 .3 Quiet Enjoyment .
The City covenants that as long as the Lessee is not
in default of any provision of this Agreement, the
Lessee shall and may peaceably and quietly have, hold
and enjoy the Leased Premises exclusively to it and
the rights appurtenant to the Leased Premises granted
in this Agreement during the term hereof unless sooner
canceled as provided in this Agreement .
27 . 4 Estoppel Certificates .
At the request of the Lessee in connection with any
Leasehold Mortgage, Sublease, or assignment, the City
shall execute and deliver a written statement
addressed to such Leasehold Mortgagee, Sublessee, or
assignee identifying it as the Lessor under this
Agreement and certifying: ( i) the documents that then
comprise this Agreement, ( ii) that this Agreement is
in full force and effect, ( iii) the then current
annual amount of rent and the date through which it
has been paid, ( iv) the expiration date of this
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Agreement, (v) that no amounts are then owed by the
Lessee to the City (or, if amounts are owed,
specifying the same) , (vi) to the knowledge of the
City, there are no defaults by the Lessee, under this
Agreement or any facts which but for the passage of
time, the giving of notice or both would constitute
such a default, (vii) that the rights of Sublessees
(except Sublessees that are Affiliates of Lessee and
that occupy the Leased Premises at "below-market"
rates) will not be disturbed by any default of Lessee,
and (viii) any other fact or information reasonably
requested by such Leasehold Mortgagee, Sublessee, or
assignee. The person or entity to whom such statement
is addressed shall be entitled to rely conclusively
upon such written statement .
27 . 5 Short Form of Lease.
This Agreement shall. not be recorded, but at the
request of either party, the other shall execute a
memorandum or short form of lease for recording.
27 . 6 General Provisions .
Lessee shall not use, or permit the use of, the Leased
Premises , or any part thereof, for any purpose or use
other than those authorized by this Agreement .
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27 . 7 This Agreement shall be performable and enforceable in
Tarrant County, Texas, and shall be construed in
accordance with the laws of the State of Texas .
27 . 8 This Agreement is made for the sole and exclusive
benefit of the City and the Lessee, their successors
and assigns, and is not made for the benefit of any
third party.
27 . 9 In the event of any ambiguity in any of the terms of
this Agreement , it shall not be construed for or
against any party hereto on the basis that such party
did or did not author the same.
27 . 10 All covenants , stipulations and agreements in this
Agreement shall extend to and bind each party hereto,
its legal representatives, successors and assigns .
27 . 11 The titles of the several articles of this Agreement
are inserted herein for convenience only, and are not
intended and shall not be construed to affect in any
manner the terms and provisions hereof, or the
interpretation or construction thereof .
27 . 12 Nothing herein shall be construed as creating a joint
enterprise or partnership between the City and
- 78 -
Lessee. Lessee shall at all times be considered an
independent contractor in the performance of the terms
and conditions of this Agreement, and shall - be solely
responsible for the servants, employees, contractors,
and subcontractors . The doctrine of respondeat
superior shall have no application as between the City
and the Lessee.
27 . 13 Leasehold Mortgagee Protection.
The City and Lessee shall cooperate in including in
this Agreement by suitable amendment from time to time
any provision which may reasonably be requested by any
proposed Leasehold Mortgagee for the purpose of
implementing the mortgagee protection provisions
contained in this Agreement and allowing such
mortgagee reasonable means to protect or preserve the
lien of the Leasehold Mortgage on the occurrence of a
default under the terms of this Agreement . The City
and Lessee each agree to execute and deliver (and to
acknowledge, if necessary, for recording purposes) any
agreement necessary to effect any such amendment;
provided, however, that any such amendment shall not
in any way affect the term or rent under this
Agreement nor otherwise in any material respect
adversely affect any rights of the City under this
Agreement . It is understood and agreed, however , that
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if such amendments or agreements vary the substantive
rights of the parties as set forth in this Agreement,
then such amendments or agreements must be approved by
the City Council of the City.
27 . 14 Nonmerger .
There shall be no merger of this Agreement or the
leasehold estate created hereby with the fee estate in
and to the Leased Premises by reason of the fact that
this Agreement or the leasehold estate created hereby,
or any interest in either of them, may be held
directly or indirectly by or for the account of any
person who shall own the fee estate in and to the
Leased Premises, or any portion thereof , and no such
merger shall occur unless and until all persons at the
time having any interest in the fee estate and all
persons having any interest in this Agreement or the
leasehold estate, including the holder of any mortgage
upon the fee estate, shall join in a written
instrument effecting such merger .
27 . 15 Force Majeure.
Any time period specified in this Agreement for the
performance of any duty or obligation by either the
City or Lessee shall be extended to include delays
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II
that result from any cause beyond the reasonable
control of either party.
27 . 16 Other Ground Leases .
If at anytime during the term of this Agreement the
City, as lessor, enters into any other ground lease of
real property located at Alliance Airport, and if such
other ground lease contains any terms, conditions, or
other provisions ( including, but not limited to, the
payment of rent and use fees, but excluding any
provision that would extend the 30-year term of this
Agreement) which, directly or indirectly, are more
favorable or beneficial to the lessee thereunder than
are the terms, conditions, and provisions of this
Agreement to Lessee; then the terms, conditions , and
other provisions of this Agreement shall be deemed to
be automatically amended to the extent necessary to
confer substantially the same favorable or beneficial
treatment upon Lessee.
27 . 17 Use of Parcels No. 1 , No. 2, and No. 4 .
The City agrees that until December 31, 1996, ( i)
Parcels No . 1 and No. 4 described on Exhibit D
attached hereto shall only be used for the
construction, operation, maintenance, and use of a
permanent terminal and administration building having
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a minimum of 25, 000 square feet plus associated
parking areas, and ( ii) Parcel No . 2 described on
Exhibit D shall only be used for the construction,
operation, maintenance, and use for FBO or other
aeronautical purposes .
27 . 18 Fire Station Tract Obligations .
Lessee, at its expense, will install a water line and
water meter to serve improvements located on the Fire
Station Tract .
27 . 19 Right of First Refusal .
The City grants to Lessee certain rights of first
refusal as more particularly set forth on Exhibit E
attached hereto .
ARTICLE 28
SUBORDINATION CLAUSES
28 . 1 This Agreement is subject and subordinate to the
following:
28 . 1 . 1 The City reserves the right to develop and improve the
Airport as it sees fit, regardless of the desires or
view of the Lessee, and without interference or
hindrance by or on behalf of the Lessee. Accordingly
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nothing contained in this Agreement shall be construed
to obligate the City to relocate the Lessee.
28 . 1 .2 The City reserves the right to take any action it
considers necessary to protect the aerial approaches
to the Airport against obstruction, together with the
right to prevent Lessee from erecting or permitting to
be erected any building or other structure on the
Airport which, in the opinion of the City, would limit
the usefulness of the Airport or constitute a hazard
to aircraft .
28 . 1 .3 This Agreement is and shall be subordinate to the
provisions of existing and future agreements between
the City and the United States relative to the
operation or maintenance of the Airport, the execution
of which has been or may be required as a condition
precedent or relevant to the obtaining or expenditure
of federal funds for the benefit of the Airport .
II
28 . 1 . 4 During the time of war or national emergency, the City
shall have the right to lease all or any part of the
landing area or of the Airport to the United States
for military or naval use, and if any such lease is
executed, the provisions of this Agreement insofar as
they may be inconsistent with the provisions of such
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lease to the Government, shall be suspended, but such
suspension shall not extend the term of this
Agreement . Abatement of rentals shall be reasonably
determined by the City in proportion to the degree of
interference with the Lessee' s use of the Leased
Premises .
28 . 1 . 5 Except to the extent required for the performance of
any obligations of the Lessee hereunder, nothing
contained in this Agreement shall grant to the Lessee
any rights whatsoever in the airspace above the Leased
Premises other than those rights which are subject to
Federal Aviation Administration rules, regulations and
orders currently or subsequently effective.
28 . 1 . 6 Nothing in this Agreement obligates the City in any
way to take any action that is prohibited by the 1968
Concurrent Ordinance adopted by the City of Fort Worth
and the City of Dallas, Texas regarding the
Dallas/Fort Worth International Airport . The Lessee
agrees that in the performance of this Agreement, it
will do no act and cause no omission that is
inconsistent with, or that will place the City in
violation of, the 1968 Concurrent Ordinance or any
proceedings relating to the operation of the
Dallas/Fort Worth International Airport . The parties
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hereto acknowledge that the rights and duties of the
Lessee and the terms of this Agreement may be
qualified to the extent that the provisions of the
1968 Concurrent Ordinance and proceedings relating to
the operation of the Dallas/Fort Worth International
Airport govern the operation of Alliance Airport .
28 . 1 . 7 Notwithstanding anything to the contrary stated
herein, any contractual or statutory lien claimed by
the City in all goods, wares , equipment, fixtures
furniture and other personal property of Lessee
presently or hereafter situated in the Leased Premises
and all proceeds therefrom (collectively, the
"Collateral" ) (save and except liens for ad valorem
taxes levied on such personal property) shall be
subject and subordinate to the rights , if any, of any
Leasehold Mortgagee, any holder of any Leasehold
Mortgage or any holder of a lien or security interest
securing purchase money indebtedness covering any of
the Collateral and the City agrees to execute such
additional documents as shall be reasonably necessary
to effect or evidence such subordination. Lessee
agrees to pay the City all reasonable and necessary
costs incurred by the City in connection with the
negotiation, preparation, review, and execution of
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such additional documents, including, but not limited
to, all reasonable and necessary attorneys ' fees .
28 . 1 . 8 It is agreed and understood that nothing in this
Agreement shall be interpreted to constitute an
amendment or modification to the respective rights,
duties, and obligations of either the City or the
Airport Operator under that certain Management
Agreement between Alliance Air Services, Inc . , as
Operator , and the city of Fort Worth dated
December 1993 . Notwithstanding the foregoing,
however, in the event there is any conflict between
this Agreement and any term or provision of the
Management Agreement that concerns, addresses, or
deals with any ground lease of Airport property
(including constructing improvements and/or providing
FBO services) , this Agreement shall control .
28 . 1 . 9 Any person or entity to which this Agreement (or any
rights herein) is assigned, conveyed, or otherwise
transferred as a result of any foreclosure by any
Leasehold Mortgagee (or as a result of any deed or
other transfer in lieu of foreclosure) shall be bound
by all terms and conditions of this Agreement .
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ARTICLE 29
VENUE
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Should any action, whether real or asserted, at law or
in equity, arise out of or in connection with the
terms and conditions of this Agreement or the
performance, nonperformance or attempted performance
hereof, venue for said action shall be in Tarrant
County, Texas .
ARTICLE 30
ENTIRE AGREEMENT
30 . 1 This Agreement consists of Articles 1 to 30 ,
inclusive, Exhibits A-1 , A-2, A-3, B, C, D, and E,
Schedule A and Appendix A.
30 . 2 This Agreement constitutes the entire agreement of the
parties hereto and may not be changed, modified,
discharged or extended except by written instrument
duly executed by the City and the Lessee. The parties
agree that no representations or warranties shall be
binding upon the City or the Lessee unless expressed
in writing in this Agreement of Lease.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year written above.
LESSOR:
ATTEST: CITY OF FORT WORTH, TEXAS
By:
qa)
ICPty Manager
it secretary
LESSEE:
Approved As to Form
And Legality: ALLIANCE AIR SERVICES, INC.
By:
City Attorney Officer
Title: Preslit
6? —Z11 eG)
Contra--' Lathoriza'U'Lo'n
Date
- 88 -
SCHEDULE A
Lessee shall , at its own cost and expense, take out and
maintain such insurance for the term of this Agreement as the
Lessee is required to take out and maintain under the Workers '
Compensation Act; and also take out and maintain such public
liability and automobile liability insurance sufficient to
fulfill the Lessee' s indemnification obligations set forth in
Article 9 of the Lease Agreement . The policies shall provide.
the amounts of insurance specified in this Schedule A and
shall name the City and its Airport Operator as additional
insureds for their own acts or omissions . Upon execution of
this Agreement, certificates of insurance in form acceptable
to the City and marked "premium paid" must be submitted to the
City. Each certificate shall have endorsed thereon:
A clause naming the City of Fort Worth and its
Airport Operator, Alliance Air Services , Inc . , as
additional insureds under the policies .
"No cancellation or change in the policy shall
become effective until after thirty (30) days notice
by registered mail to the City Manager, City of
Ft . Worth, 1000 Throckmorton, Ft . Worth, TX. 76102 . "
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Upon failure of Lessee to furnish, deliver and maintain
such insurance as above provided, the City may obtain such
insurance and charge Lessee the cost of the insurance plus all
appropriate administrative charges and incidental expenses
associated with the transaction. Failure of Lessee to take
out and/or maintain, or the taking out and/or maintenance of
any required insurance shall not relieve Lessee from any
liability under this Agreement, nor shall the insurance
requirements be construed to conflict with the obligations of
Lessee concerning indemnification.
All required insurance must be in effect and so continue
during the life of this Agreement in not less than the
following amounts :
A. Workers ' Compensation Unlimited - Statutory - in
compliance with the Compensation Law of the State of
Texas .
B. General Liability Insurance with a maximum combined
single limit of $3 ,000,000 . 00 per occurrence. This
insurance shall indicate on the Certificate( s) of
Insurance, marked "premium paid" , the following coverages :
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Comprehensive General Liability
Premises/Operations
Contractual Liability
i
Independent Contractors
Products and Completed Operations
Broad Form Property Damage
Personal Injury
Hangar Keepers Liability
C. Auto Liability (single limit or occurrence $500 , 000 . 00) .
Owned, Non-owned and Hired Location of operation shall be
"All locations in Tarrant and Denton Counties , Texas" .
Nothing herein contained shall prevent the Lessee from
taking out any other insurance for protection of its interest
which it deems advisable or necessary.
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Appendix A
Construction by Lessee
1 . Prior to the commencement of construction of any
Improvements , Lessee shall submit to the City
complete plans and specifications and an estimated
time table for such proposed construction.
2 . The City may refuse to grant approval of Lessee ' s
plans and specifications if , in its reasonable
opinion, the proposed facilities as laid out and
indicated by the Lessee on such plans or constructed
according to such plans and specifications :
2 . 1 will be structurally unsound or unsafe or hazardous
for human occupancy;
2 . 2 will not substantially comply with all the
requirements of this Agreement;
2 .3 will be so located that there will not be sufficient
clearances in respect to existing or planned
projecting aprons, runways or taxiways adjacent
thereto;
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2 .4 will be in violation of any state code, OSHA-70, the
National Electric and Fire Protection Codes or any
other laws, ordinances or regulations of any
governmental authority having jurisdiction over the
Airport;
2 , 5 will not be at locations or not be oriented in
accordance with the approved comprehensive plans for
the Airport .
3 . Upon approval of such plans and specifications by
the City, the Lessee shall proceed expeditiously and
with all reasonable diligence to construct, at its
own expense and cost, the facilities in accordance
with such approved plans and specifications and
complete the facilities in accordance with the
estimated time table (subject to delays beyond
Lessee' s reasonable control) .
3 . 1 At any time that Lessee undertakes construction of
any Improvements in excess of $25, 000 . 00 , Lessee
shall, at its own cost and expense, cause to be
made, executed and delivered to the City a cash
deposit or a pledge of government securities (in the
form attached herewith as Exhibit C) in an amount
sufficient to secure Lessee ' s construction
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obligations or two separate bonds in accordance with
Chapter 2253 of the Texas Government Code as follows :
(1) Prior to the date of commencement of
construction, a contract surety bond
(performance bond) in a sum equal to the full
amount of the construction contract awarded.
Said bond shall be drawn in a form and from
such company as approved by the City; shall
guarantee the faithful performance of necessary
construction and completion of Improvements in
accordance with approved final plans and
detailed specifications; and shall guarantee
the City against any losses and liability,
damages, expenses, claims and judgments caused
by or resulting from any failure of Lessee to
perform completely the work described as herein
provided.
(2) Prior to the date of commencement of
construction, a payment bond with Lessee ' s
contractor or contractors as principal, in a
sum equal to the full amount of construction
contract awarded. Said bond shall guarantee
payment of all wages for labor and services
engaged and of all bills for materials,
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supplies and equipment used in the performance
of said construction contract .
Bonds shall be standard performance and payment
bonds provided by a licensed surety company in the
State of Texas .
4 . All construction work shall be done in accordance with
the following terms and conditions :
4 . 1 The Lessee hereby assumes the risk of loss or damage to
all of the construction work prior to the completion
thereof and the risk of loss or damage to all property of
the City arising out of or in connection with the
performance of the construction work. In the event of
such loss or damage, the Lessee shall forthwith repair,
replace and make good the construction work and the
property of the City without cost or expense to the City.
4 . 2 The Lessee shall itself and shall require its contractors
to indemnify, hold harmless and defend the City, its
officers , agents and employees from and against any and
all claims or suits for property damage and/or personal
injury, including death, to any and all persons, of
whatsoever kind or character, whether real or asserted,
arising out of or in connection with any construction,
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maintenance or repair work performed on or in connection
with the Leased Premises, by the Lessee, its officers,
employees, contractors, subcontractors, licensees,
invitees, or tenants (and to provide such insurance as
required in Section 4 . 7 of this Appendix) covering the
acts and omissions of the Lessee and its contractors; and
the Lessee shall itself assume and shall require its
contractors to assume all responsibility and liability
for such claims or suits . The Lessee shall itself assume
and shall require its contractors to assume all
responsibility and liability for, and shall indemnify and
hold harmless the City for any and all damage to or
destruction of Alliance Airport property, the Leased
Premises , and their facilities, arising out of or in
connection with any construction, maintenance or repair
work performed on or in connection with the Leased
Premises, by the Lessee, its officers , employees ,
contractors, subcontractors, licensees, invitees, or
tenants .
4 .3 The Lessee shall identify a project manager during the
construction period with whom the City may communicate at
all times .
4 . 4 The City shall have the right, through its duly
designated representatives, to inspect the construction
96 -
work and the plans and specifications thereof, at any and
all reasonable times during the progress thereof and from
time to time, in its discretion, to take samples and
perform testing on any part of the construction work, but
the taking of samples and 'testing shall be conducted so
as to minimize interference with the construction work.
4 . 5 The Lessee agrees that it shall deliver to the City
as-built" drawings (capable of being reproduced) of the
construction work and shall during the term of this
Agreement keep said drawings current showing thereon any
changes or modifications which may be made. (No changes
or modifications to be made without the City' s consent
not to be unreasonably withheld or delayed. )
4 . 6 The Lessee shall pay or cause to be paid all claims
lawfully made against it by its contractors,
subcontractors, materialmen and workmen, and all claims
lawfully made against it by other third persons arising
out of or in connection with or because of the
performance of any repair, maintenance or construction
work, and shall cause its contractors and subcontractors
to pay all such claims lawfully made against them,
provided, however, that nothing herein contained shall be
construed to limit the right of the Lessee to contest any
claim of a contractor, subcontractor, materialman,
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workman and/or other person and no such claim shall be
considered to be an obligation of the Lessee within the
meaning of this Section unless and until the tame shall
have been finally adjudicated. The Lessee shall use its
best efforts to resolve any such claims and shall keep
the City fully informed of its actions with respect
thereto.
4 . 7 The Lessee shall procure and maintain comprehensive
general liability insurance, including automotive, with a
contractual liability endorsement covering the
obligations assumed by the Lessee in Sections 4 . 1 and 4 .2
of this Appendix, which shall be in addition to all
policies of insurance otherwise required under this
Agreement; or the Lessee may provide such insurance by
requiring each contractor engaged by it for the
construction work to procure and maintain such insurance
including such contractual liability endorsement . Said
insurance shall not contain any care, custody or control
exclusions, any exclusion for explosions, collapses or
damage, or any exclusions for bodily injury to or
sickness, disease, or death of any employee of the Lessee
or of any of its contractors which would conflict with or
in anyway impair coverage under the contractual liability
endorsement . Said insurance shall name the City, its.-
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officers, its employees and its agents as additional
insureds and be in not less than the following amounts :
Bodily Injury Liability:
For injury to or wrongful death
to one person . . . . . . . . . . . . . . . $1 , 000 , 000
For injury or wrongful death of more
than one person for any one occurrence. . . $5, 000 , 000
Aggregate Products Completed Operations . . . $3 , 000 , 000
( ii) Property Damage Liability:
For all damages arising out of injury
to or destruction of property in any
one occurrence. . . . . . . . . . . . . . . $3 , 000 , 000
Aggregate Products Completed Operations . . . $3 , 000 , 000
Aggregate Operations . . . . . . . . . . . . $3 , 000 , 000
Aggregate Productive . . . . . . . . . . . . $3, 000 , 000
Aggregate Contractual . . . . . . . . . . . . . $3 ,000 , 000
The insurance required hereunder shall be maintained in
effect during the performance of the maintenance, repair
or construction work. A certified copy of each of the
policies or a certificate or certificates evidencing the
existence thereof , or binders, shall be delivered to the
City at least fifteen ( 15) days prior to the commencement
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of any work. In the event any binder is delivered, it
shall be replaced within thirty (30) days by a certified
copy of the policy or a certificate. Each such copy or
certificate shall contain a valid provision or
endorsement that the policy may not be canceled,
terminated, changed or modified without giving fifteen
( 15) days ' written advance notice thereof to the City.
4 . 8 The Lessee shall procure and maintain or cause to be
procured and maintained Builder ' s Risk Completed Value
Insurance covering the construction work during the
performance thereof, , including material delivered to the
construction site but not attached to the realty, in an
amount and form satisfactory to the City. Such insurance
shall name the City, the Lessee and its contractors and
subcontractors as additional a5sureds and such policy
shall provide that the loss shall be adjusted in
accordance with Article 8 of this Agreement . The
policies or certificates representing this insurance
shall be delivered by the Lessee to the City prior to the
commencement of construction and each policy or
certificate delivered shall bear the endorsement of or be
accompanied by evidence of payment of the premium thereon
and, also, a valid provision obligating the insurance
company to furnish the City fifteen ( 15) days ' advance
notice of the cancellation, termination, change or
- 100 -
modification of the insurance evidenced by said policy or
certificate.
4 . 9 Nothing contained herein shall grant or be deemed to
grant to any contractor, architect, supplier ,
subcontractor or any other person engaged by the Lessee
or any of its contractors in the performance of any part
of the construction work any right of action or claim
against the City, its officers, agents and employees with
respect to any work any of them may do in connection with
the construction work .
4 . 10 Nothing contained herein shall create or be deemed to
create any relationship between the City and any such
contractor , architect, supplier, subcontractor or any
other person engaged by the Lessee or any of its
contractors in the performance of any part of the
construction work, and the City shall not be responsible
to any of the foregoing for any payments due or alleged
to be due thereto for any work performed or materials
purchased in connection with the construction work.
4 . 11 When the construction work is substantially completed and
is ready for use by the Lessee, the Lessee shall advise
the City to such effect and shall deliver to the City a
certificate by an authorized officer -of the Lessee
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certifying that such construction work has been
constructed substantially in accordance with the approved
plans and specifications and the provisions- of this
Agreement and in compliance with all applicable laws ,
ordinances and governmental rules, regulations and
orders . Thereafter, such construction work will be
inspected by the City and if the same has been completed
as specified by the Lessee, a certificate to such effect
shall be delivered to the Lessee, subject to the
condition that all risks thereafter with respect to the
construction and installation of the same and any
liability therefor for negligence or other reason shall
be borne by the Lessee.
The Lessee shall not use or permit the use of the
construction work for the purposes set forth in this
Agreement until such certificate is received from the
City. The date of delivery of the certificate by the
City shall constitute the Completion Date for the
purposes of this Agreement .
6. Other Construction by Lessee
Title to any construction, improvement, alteration,
modification or addition performed by Lessee at or on the
Leased Premises in accordance with a City approved
102 -
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building permit shall vest in the Lessee and remain in
Lessee until the expiration or earlier termination of
this Agreement.
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EXHIBIT A-1
4,
Legal Description of Parcel No. 3
BEGINNING AT THE POINT WHERE THE WESTERLY RIGHT-OF-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1, BLOCK 1,ALLIANCE AIRPORT;
THENCE WITH SAID WESTERLY RIGHT-OF-WAY LINE AS FOLLOWS:
S 09. 53' 13' E. 65.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
73.85 FEET WITH THE ARC OF SAID CURVE TO THE'LEFT,THROUGH A CENTRAL ANGLE OP
65' 05' 56°, NTH A RADIUS OF 65.00 FEET,AND A LONG CHORD WHICH BEARS
S 42' 26' 11' E, 69.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
34.09 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
65' 05' 560, WITH A RADIUS OF 30.00 FEET AND A LONG CHORD WHICH BEARS
S 42' 26' 11' E, 32.28 FEET;
S 09' 63' 13' E, 290.83 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
31.42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
90' 00'019, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 350 06' 47' W, 28.28 FEET TO A POINT IN THE NORTHERLY RIGHT-4F--WAY LINE OF
ALLIANCE BOULEVARD;
THENCE S 80' OS'47°W,14.00 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TOTHE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OFSAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35° 43'51°0 WITH A RADIUS OF 278..00 FEET AND A LONG
CHORD WHICH BEARS S 62' 14'520 W. 170.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 80' 43'62',WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 84' 44'52°W. 25.91 FEET TO A POINT IN THE NORTHERLY RIGHT-OF--WAY
LINE OF A RESTRICTED ACCESS RIGHT-OF-WAY;
THENCE N 54'53' 13'W,25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
i
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45' 00'00r.WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 77' 23' 13"W.97.97 FEET;
THENCE S 80' 06' 4T W. 119.50 FEET WITH SAID NORTHERLY RIGHT-OF-WAY UNE;
THENCE N 09' 51' 30'W,406.42 FEET;
THENCE N 09' 53' 130 W, 50.58 FEET TO A POINT IN THE NORTHERLY LINE OF SAID LOT 1, BLOCK
1,ALLIANCE AIRPORT;
THENCE N 80° 06'4r E.394.72 FEET TO THE POINT OF BEGINNING AND CONTAINING 4.735 ACRES
OR 206,267 SQUARE FEET OF LAND, MORE OR LESS.
]EXHIBIT A-2
FIELD NOTES FOR A
4,230 SQUARE FEET LEASE AREA
AT ALLIANCE AIRPORT
Being a tract of land situated in the J. Evans Survey, Abstract No. 470, City of
Fort Worth, Tarrant County, Texas, and also being a portion of Lot 1, Block 1,
Alliance Airport according to the plat recorded in Cabinet A, Slide 622, Plat
Records, Tarrant County, Texas, and being more particularly described as
follows:
COMMENCING at the east most southeast comer of Alliance Airport, said
comer being at the intersection of the east right-of-way line of Jet Stream Way
and the south right-of-way line of Flight Line Road;
THENCE south 80 degrees 06 minutes 47 seconds West, 401.62 feet to a
point;
THENCE North 09 degrees 53 minutes 13 seconds West, 330.76 feet to the
southeast comer of a one story metal building, and the POINT OF BEGINNING;
THENCE South 80 degrees 08 minutes 16 seconds West, 70.20 feet along the
south line of said building to its southwest comer;
THENCE North 09.degrees 51 minutes 44 seconds West 60.25 feet along the
west line of said building to its northwest comer;
THENCE North 80 degrees 08 minutes 16 seconds East, 70.20 feet along the
north line of said building to its northeast comer;
THENCE South 09 degrees 51 minutes 44 seconds West, 60.25 feet along the
east line of said building to its southeast comer, and the POINT OF
BEGINNING, and encompassing 4,230 square feet more or less.
14 0
EiIBIT A-3 c
Diagram of Transient Apron Areas
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Exhibit A-3
Exhibit B
CITY OF FORT WORTH
AVIATION DEPARTMENT
MINIMUM STANDARDS FOR FIXED BASE OPERATORS
AND
OTHER AIRPORT TENANTS
ALLIANCE -
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ADOPTED BY THE FORT WORTH CITY COUNCIL
JUNE 16, :1992
CITY OF FORT WORTH * AVIATION DEPARTMENT
TERHINAL BUILDING SUITE 228 '* FORT WORTH, TEXAS 76106
(8171 .624-1127
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GENERAL
Articles I. through XX of the City of Fort 'Worth Minimum Standards
for Fixed Base Operators and Other. Airport Tenants are relevant
to activities that take . place at .any airport owned and operated
by the City of Fort Worth, , Texas.
Additional Appendices contain information specific to only that
airport. identified in the individual Appendix.
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CITY OF FORT WORTH
AVIATION DEPARTMENT
MINIMUM STANDARDS FOR FIXED BASE OPERATORS
AND OTHER AIRPORT TENANTS
Article I Definitions
Article II Fixed Base Operator Permits
Article III Flight Training
Article IV Air Taxi Service
Article V Specialized Commercial Plight Services
Article VI Aerial Applications
Article VII Aircraft Sales
Article VIII Aircraft Rental
.Article IX Airframe and/or PowerPlant Repair
Article X Radio, instrument, or Propeller Repair
Article XI Multiple Services
Article XII Flying Clubs
Article XIII Airport Tenant
Article XIV - Standard Lease Provisions/Minimum
Requirements
Article XV RESERVED
Article XVI Schedule of Rates and Charges
Article -XVII Airport Development Procedures
Article XVIII Nonpublic Aircraft Fuels Dispensing
Agreement
Article XIX RESERVED
Article XX RESERVED
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Appendix A Fort Worth Meacham Airport
Appendix B Fort Worth Spinks Airport
Appendix C Fort Worth Alliance Airport
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ARTICLE I DEFINITIONS
A. DEFINITIONS. As used herein, the following terms shall be
defined as follows:
1) Aeronautical Activity. Any activity which* involves.- makes
possible, or is required for the •operation of aircraft, or
which contributes to or is required for the safety' of such
operations. The following activities, commonly conducted on
airports, are aeronautical within this definition: pilot
trainingo aircraft rental; FAR Part 135 and 1.21' charter
operations, sightseeing; aerial photography, crop dusting,
aerial advertising or surveying; scheduled and non-scheduled
Part 121 operations; aircraft sales; sales of aviation
petroleum products ( whether or not conducted in conjunction
with other included activities); 'service, repair and
maintenance of aircraft; sale of aircraft parts and
accessories; radio and instrument sales, repair and
maintenance; and any other activity which because of its
direct relationship to the operation of aircraft, can be
regarded as an aeronautical activity.
2) Airport. City of Fort Worth Meacham, Spinks, or Alliance
Airports, Fort Worth, Texas, or any other airport owned and
operated by the City of Fort Worth, except for the Dallas-
Fort Worth International Airport..
3) Airport Tenant. Defined as any person, firm or
corporation leasing property from the City of Fort Worth on
any city owned and operated airport for aeronautical
purposes who is not a Fixed Based operator. An Airport
Tenant may hangar his aircraft on his leased property
subject to the provisions contained in Article XIII herein
set forth.
4) Airport Tenant Sublessee. Any person, firm or
corporation leasing property on the airports from any
Airport. Tenant (described above) for aeronautical purposes
who is not an FBO.
5) Fixed Base Operator or FEO. A Fixed Base Operator is
defined as any person, firm, or corporation performing any
of the functions or furnishing any of the services as
hereafter set out for fixed based operators at the Fort
Worth Meacham, Spinks or Alliance Airports, or any other
airport owned and operated by the City of Fort Worth, except
for the Dallas-Fort Worth International Airport.
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No person, firm, or corporation shall engage in any
commercial activity as a Fixed Base Operator as herein
defined unless the same is done in full compliance with the
standards, rules and regulations herein set forth. A person
shall qualify as a Fixed Based Operator only upon providing
the minimum services as described in ARTICLE II.
6) Person(s) . Any individual , firm, partnership,
corporation, association, or company (including any
assignee, receiver, trustee, or similar representative
thereof) or the ' United States of America or any foreign
government, or any state or political subdivision thereof.
7) Through the Fence. operations that are 'conducted off the
actual airport ' or city property that have aeronautical
access to any portion of the -Movement Area or Air Operations
Area of the airports.
8) CSL. Combined Single Limit
9)' Commercial Tenant. Any person performing any of the
services as herein described and set forth, who is not
categorized as an FBO or Airport Tenant .
10) Commercial Tenant Sublessee. Any person performing any
of the services as herein described and set forth, who is
not categorized as an FBO or Airport Tenant, and is - leasing
property from a Commercial Tenant on the airport.
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F equipment necessary to remove disabled aircraft up
to 12 ,500 lbs. from the airfield;
G. APU/GPU starting service;
H. tug and aircraft towing service;
I . UNICOM service.
11) Provide for the following services . as a minimum:
A. auto rental service;
B. air taxi service;
C. aircraft catering. service; and
D. aircraft -rental .
B. Certification. Prior to the commencement of FBO activities,
said Airport tenant shall submit to the City of Fort Worth, a
properly executed Statement of Compliance with the minimum
qualifications set forth in Article II paragraph A of this
document and with the applicable requirements specified in
Article IX, or other specific requirements as maybe prescribed.
The City of Fort Worth shall have the right at any reasonable
time to inspect the premises to assure compliance.-
C. Authorized Activities. FBO shall have the right to engage
in other aeronautical activities as set forth in Articles III,
IV, V, VI, VII, VIII, or X, by complying with the minimum
standards- of the activities desired to be performed..
FBO shall provide written notification to the City of Fort Worth
of it "s intent to, engage in those activities described in
Articles II through X, and shall provide a Statement of
Compliance.
If the FBO wishes to engage in any aeronautical activity not set
forth in Articles III through VIII , or X, it shall provide the
City of Fort Worth with written notification of said intent and
shall comply with specific minimum standards as determined by the
City of Fort Worth.
Permission to engage in the activities described herein shall not
be granted until compliance with this Article, and all Federal ,
State and local laws, including Certificates of occupancy,
Building Permits, Codes, etc. , have been met for all associated
facilities (i .e. hangars, offices, etc. ) . In the event that said
facilities fall below, or no longer meet compliance standards of
Federal , State or local laws, the City has the right to suspend
or revoke, temporarily or permanently, the right, to engage in the
FBO activities described herein.
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ARTICLE II FIXED BASE OPERATOR PERHIT
A. Qualifications. A person shall qualify as an FBO upon proof
that said person is a financially stable and responsible business
enterprise, proof that capital is available to perform the
activities contemplated, and a pro-forma of the activities
contemplated. In addition, said Airport tenant shall demonstrate
and provide proof , that the premises from which it intends to
operate on the Airport(s) and the personnel employed by it comply
with the following minimum requirements :
1) A - minimum of two (2) acres of land for the conduct of
activities contemplated;
2) General aviation service facilities containing a minimum
of 20,000 square feet. If no facilities exists, tenant must
agree to construct suitable buildings within 12 months to
fulfill the requirements defined herein;
3) A staffed office facility;
4) A heated and air-conditioned waiting room for passengers
and flight planning facilities for crews of itinerant
aircraft;
5) Sanitary restroom facilities;
6) Public telephones;
7) Parking sufficient to accommodate employees and
customers;
8) Personnel on duty seven (7 ) days a week during normal
working hours and additional employees available on call
during non-business hours . Personnel shall be neatly
uniformed.
9) Availability of fuel for the public, and properly trained
personnel and equipment adequate to perform fueling
services, as outlined in Paragraph D below.
10) Provide the following additional services:
A. aircraft maintenance available to the general
public as outlined in Article IX herein;
B. client/passenger services to. include flight planning
and weather briefing;
C. appropriate grades of aircraft. lubricants;
D. oxygen;
E. aircraft storage and tiedown for permanent and
transient aircraft;
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Fuel Farm (as designated in the Airport Master
Plan Study, if applicable) , and shall comply with
applicable, Uniform Building Code Standards, fire
codes and ordinances of the City of Fort Worth,
Federal and State regulations, and recommendations
of the National Fire Protection. Association.
Aviation fuel tanks shall h'ave walk in
capabilities for cleaning and maintenance.
3. Fuel storage, tanks shall comply with
requirements set out by Environmental Protection
Agency, the Federal Aviation Administration, Texas
Water Commission, and local fire codes.
4. All plans and specifications for improvements
on Tank Farm (including landscaping) shall be
prepar'ed and presented to City of Fort Worth. and
shall require the written approval of the Director
of Airport Systems before any construction or
installation may be undertaken.
5. The FBO shall store, handle and dispose of any
hazardous waste or contaminated fuel in accordance
with all Federal , State, and local laws,
regulations and ordinances now or hereafter
enacted. FBO shall bear all costs for cleanup of
hazardous waste.
The FBO shall make available at the request of the
Director of Airport Systems or ' his designated
representative, copies of all manifested waste and
certification of approved disposal site.
All hazardous waste shall be disposed of - off the
airport property.
E. INSURANCE AND INDEMNIFICATION
1. Fire Insurance
During the full term of the FBO Permit, the FBO shall ,
at its sole cost and expense, cause all improvements
constructed or installed on FBO's leased premises to be
kept insured to the full insurable value thereof
against the perils of fire, extended coverage,
vandalism, explosion and like perils. Said insurance
shall be procured from a company authorized to do
business in the State of Texas, and FBO shall provide
City with 'evidence satisfactory to City that such
coverage has been procured and is being maintained.
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The FBO shall display in a public area and in public view within
the FBO facility, the Fixed Base Operator Permit issued by the
City, indicating the FBO's compliance with the provisions of this
Article.
D. Public Aircraft Fuels Dispensing.
1. FUEL
A. Prior to the presentation of a request for an FBO
Permit, the
.prospective FBO shall furnish a letter of
product commitment from an oil company acceptable to
the City of - Fort Worth.
B. The FBO shall provide at least two grades of
aircraft fuel , including 100 Octan6 and Jet A. Said
fuel shall be that 'of a nationally recognized company
acceptable to the City of Fort Worth. Fuel prices
shall be posted in public view either on fuel trucks
and/or Fixed Base Operator Line Building.
2. FUELING FACILITIES
A.. Trucks
The FBO shall furnish mobile dispensing trucks, at
least one for each- type of fuel , having a minimum
capacity of 750 gallons of 100 Octane and 2,200 gallons
of Jet A. Separate filter-equipped, dispensing pumps
and meters for each type of fuel shall be required.
Trucks shall be properly maintained, operated, and
equipped in accordance with applicable Federal Aviation
Administration recommendations , regulations, and
requirements . Each truck will be equipped with a ground
controlled radio capable of communicating with the
Control Tower.
B. Tank Farm
1. The FBO shall furnish a minimum of two aircraft
fuel storage tanks with a capacity of 10,000
gallons each. Unless FBO's fuel trucks are
licensed for public road operation, FBO shall also
provide a minimum 450 gallon automotive fuel
storag6 tank.
2. Fuel storage tanks shall be above ground or
under ground and such installations shall be in a
location approved by the City of Fort Worth in the
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The proceeds of any such insurance, paid on account of
any of the perils aforesaid, shall be used to defray
the cost of repairing, restoring or reconstructing said
improvements, as necessary; provided, however, that if
the permit is canceled, such proceeds shall be paid to
the City for it's exclusive use and benefit .
Property insurance policies required by this paragraph
shall contain waiver of subrogation endorsements and
shall contain a provision that City shall be notified
by the insurance company of any renewals, changes or
cancellations of such insurance coverage by at least
thirty (30) days written notice to City, and shall name
the City as an additional insured.
2. Indemnification
City shall stand indemnified by FBO as. herein provided.
FBO is and shall be deemed to be an independent
contractor and operator responsible to all parties for
its respective -acts or omissions, and City shall in no
way be responsible therefor. FBO covenants and agrees
to indemnify, hold harmless and defend City, its
jofficers, agents, servants and employees from and
against any and all claims for damages or injury to
persons or property arising out of or . incident to the
leasing of or the use .and occupancy of the premises by
FBO, its employees, patrons , contractors or
subcontractors, and FBO does hereby assume all
liability and responsibility for injuries , claims or
suits for damages to persons or property of whatsoever
kind or character whether real or asserted, occurring
during the term of this permit in connection with the
use or occupancy of the premises by FBO, its employees,
patrons, contractors, or subcontractors. FBO shall pay
promptly when due all bills or charges for construction
or maintenance as well as any other amounts due for
material or services furnished in connection therewith,
and FBO shall indemnify City against any and all
mechanics and materialmen's liens or any other types of
liens imposed upon the premises demised hereunder
arising as a result of FBO's conduct or inactivity.
FBO shall promptly, after the execution, of its FBO
Permit, provide public liability insurance for personal
injuries, including death, growing out of any one
accident or other cause in a minimum sum of Three
Million and No/100 dollars ($3,006;000.00) for one
person and Three million and NO/100 dollars
($3,000,000.00) for two or more persons, shall provide
property damage liability insurance in. a minimum sum of
Three Million and No/1-00 Dollars ($3,000,000 .00) for
property damage growing out of any one accident or
other cau.se'; . shall provide products liability insurance
in a minimum sum of Three Million -and No/100 dollars
($3,000,000.00) , and shall provide hangar keeper's
liability insurance in a minimum of Three Million and
No/100 Dollars ($3,000,000 .00) .
FBO shall maintain said insurance with insurance
underwriters authorized to do business in the State of
Texas satisfactory to City. FBO shall furnish City
with a certificate from the insurance carrier showing
such insurance to be in full force and effect during
the entire term of this permit,- or shall deposit with
City copies of said policies. Said policies or
certificates shall contain a provision that written
notice of cancellation or of any material change in
said policy to the i*nsuker shall be delivered to City
thirty days in advance of the effective date thereof,
and said policy shall name the 'City as . an additional
insured.
F. FEES
1. Registration
The FBO shall be responsible for registering all above
and below ground fuel *storage tanks with the Texas
Water Commission, City of Fort Worth, and any other
agency now or here'after requiring so, and be solely
responsible for payment of all registration fees and
other associated costs.
2. Fuel Flowage Fee
For the privilege of securing the right to dispense
aircraft fuels , FBO shall pay to City a fuel flowage
fee on the rate scale established by the City Council
of the City of Fort Worth. Such fuel flowage fee rate
scale may be adjusted by City at any time during the
term of the agreement but in no case shall the rate be
greater than that paid by any other FBO on the Airport.
3. Parking Fees
Any and all aircraft parking fees as established by the
City and collected by FBO for parking on the public use
transient apron or on any other property of City, not
leased out on an exclusive basis, shall be paid to the
City subject to the terms of any agreements for the
collection of those fees.
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4 . Time of Payment
Fuel flowage fees and the payments on aircraft parking
fees shall be due on the tenth day of the month
succeeding that in which the aircraft fuels were
supplied by FBO and/or parking -fees collected, and
shall be delinquent if unpaid before the fifteenth day
of each month.
G. RECORDS OF FBO
The FBO shall keep true and accurate records and books
which shall show all fuel deliveries made to FBO at
said Airport and all parking fees collected. FBO's
fuel supplier shall furnish monthly delivery reports to
the Director of Airport Systems upon request .
With the payment of the fuel flowage fees and the
aircraft parking fees as set forth in Paragraph F. 2 and
F.3 above, FBO 'shall submit to City detailed statements
of such parking fees collected and of all fuel sales
for the preceding calendar month. These statements
shall be in a form and show such reasonable detail and
breakdown as may- be required by City.
H. AUDIT
Within thirty days after the end of each of City's
fiscal years, FBO shall submit to City detailed
statement of total gallons of fuel delivered into the
Tank Farm and total parking fees collected. Such
statement shall be prepared by independent Certified
Public Accountant . and any adjustment due on payments
made during the previous year shall be accomplished at
that time.
In addition, City shall have the right at any time
during the term of its agreement with FBO to authorize
an audit of FBO's records pertaining to its FBO
operation on the Airport . Such audits shall be
undertaken by an independent Certified Public
Accountants, satisfactory to City. The cost of such
audit shall be borne by' City.
I. CANCELLATION
1. Cancellation by FBO,
FBO Permits shall be.subject to cancellation by FBO
after the happening of one or more of the following
events:
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a. The permanent abandonment of the Airport .
b. The lawful assumption by the United States
Government, or any authorized agency thereof, of
the operation, control or use -of the Airport , or
any substantial part or parts thereof, in such a
manner as substantially to restrict FBO for a
period of at least ninety days from operating
thereon.
C. Issuance by any court of competent
jurisdiction of any injunction in any way
preventing or restraining the use of the Airport,
and the remaining in force of such injunction for
a period. of at least ninety days.
d. The default by City in the performance of �
any covenants or agreement required to be
performed by City and the failure of City to
remedy such default for a period of sixty days
after receipt from FBO of written notice to remedy
the same.
FBO may exercise such right of termination by written
notice to City at any time after the elapse of the
applicable periods of time and the permit. shall
terminate as of that date. Rentals due shall be
payable only to the date of said termination.
Upon cancellation, FBO must submit an independent,
certified engineering report indicating all facilities
are in compliance with all Federal , State and local
regulations.
2.. Cancellation by City
FBO Permits shall be subject to cancellation by City in
the event of any of the following acts or omissions by
FBO:
a. Be in arrears in payment of the whole or any part
of the amounts agreed upon for a period of ten days
after the time such payments become due,
b. Make a general assignment for . the benefit of
creditors;
c. File a voluntary petition of bankruptcy;
d. Abandon the demised premises;
e. Discontinue required service to the public;
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f Fail to replace any improvements which have
been destroyed by fire, explosion, etc. within six
months from the date of such destruction;
9. Default .in the performance of any of the
covenants and conditions required herein (except .
rental payments) to be kept and performed by FBO,
and such default continues for a period of thirty
days after receipt of a written notice from City
of said default; or
h. Fall below or be in. non-compliance with any
Federal , State or local laws governing the
occupancy of associated facilities such as
hangars , offices, etc.
In any of the aforesaid events, City may take
immediate possession of the demised premises and remove
FBO's effects, forcibly, it necessary, without being
deemed guilty of trespassing. Upon said entry, the
permit shall terminate.
Any fees due shall be payable to said date of
termination.
Failure of City to declare the permit terminated upon
the default of FBO for any of the reasons set forth
herein, shall not operate to bar or destroy the right
of City to cancel the permit by reason of any
subsequent violation of the terms hereof.
J. ASSIGNMENT, TRANSFER OR SUBLETTING
The FBO shall not assign, sublet or transfer its FBO
Permit or any privileges herein contained without prior
written consent of City.
Lt is specifically stipulated and agreed that FBO will
not enter ' into any tie-in agreements with other
operators or sublet any of the rights herein whereby
other operators share in the privileges or the services
stipulated in this permit .
K. SUSPENSION OF PERMIT
During the time of war or national emergency, City
shall have the right to lease the landing area or any
part thereof to the United States Government for
military use. if any such lease is executed, any
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provisions of FBO's permit which are inconsistent with
the provisions of the " lease to the Government will be
suspended.
L. ATTORNEY'S FEES
In any action brought by City for the enforcement of
the 'obligations of FBO, City shall be entitled to
recover interest and reasonable attorney's fees.
M. TAXES
The FBO agrees to pay any taxes or assessments which
may be lawfully levied against FBO's occupancy *or use
of the demised premises or any improvements placed
thereon as a result of FBO's occupancy.
N. RELOCATION OF IMPROVEMENTS
In the event City requires any of the Tank Farm
premises for expansion or development of the Airport ,
City reserves the right, on six months notice, to
relocate or replace the improvements made by those
FBO's whose fuel tanks are located within the City's
designated fuel farm area in substantially similar form
at another generally comparable location on said
Airport.
The City shall have the right to one (1) year to
complete the relocation construction from the time FBO
is notified.
O. SUBORDINATION OF AGREEMENT
The FBO permit shall be subordinate to the provisions
of any existing or future agreement between City and
the United States relative to the operation or
maintenance of the Airport , the execution of which has
or may be required as a condition precedent to the
expenditure of Federal funds for the development of the
Airport.
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ARTICLE III. - FLIGHT TRAINING
Any .person, Airport Tenant , Airport Tenant Sublessee, Commercial
Tenant, or Commercial Tenant Sublessee desiring to engage in
flight training shall provide as a 'minimum the following:
A. Land. Sufficient area for the proposed operations
including automobile parking, training, aircraft tiedowns and/or
hangar space to accommodate leased or owned aircraft.
B. Buildings. Lease or construct, within 12 months,
adequate, and properly air-conditioned,' lighted and heated floor
space to provide classroom, briefing room, pilot lounge, rest
rooms, office space and public use telephone. The above mentioned
floor space shall be sufficient to accommodate the requirements
of its program.
C. Personnel . At least one (1) properly FAA certificated
flight/ground instructor to cover the type training offered.
D. Aircraft. At least one (1) owned/leased properly
certificated aircraft equipped for the type flight instruction to
be offered.. If leased, documentation authorizing the operator to
utilize said aircraft for flight instruction must be provided.
E. Hours of Operation. The hours of operation shall be a
minimum of eight .(8) hours daily, a minimum of five (5) days a
week.
F. Insurance Coverage for owned/Leased Aircraft.
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
Passenger Liability 100,000 each person
300,000 each occurrence
Student/Renter Pilot Coverage
Comprehensive Public Liability/P'roRerty 'Damage
Bodily Injury &
Property Damage 600,000 CSL
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ARTICLE IV AIR TAXI SERVICE
Any persons, Airport Tenants, Airport Tenant Sublessees,
Commercial Tenants, Commercial Tenant Sublessees and FBOs
desiring to engage in air taxi service must hold an FAA Air Taxi-
Commercial Operator Certificate with ratings appropriate to the
functions to be accomplished, and provide as a minimum the
following:
A. Land. Sufficient area for the proposed operations including
automobile parking, aircraft tiedown and or hangar space to
accommodate leased or owned aircraft.
B. Buildings. Lease or construct, within 12 months, adequate,
and properly air- conditioned and lighted floor space for office,
public lounge, rest rooms and public use telephone. Building
should also accommodate satisfactory arrangements for the
checking in of passengers, handling of luggage, ticketing, ground
transportation, and other related activities.
C. Personnel . Properly FAA certificated pilot(s) rated to
conduct the air taxi services offered.
D. Aircraft. A minim'um of one (1) four place aircraft meeting
all the requirements of the Air Taxi/Commercial Operator
Certificate held. Aircraft shall be owned or leased by agreement
in writing and meet all the relevant requirements of Pait135 of
the FAA Regulations.
E. Hours of Operation. The hours " of operation shall be a
minimum of 8 hours daily, a minimum of 6 days a week. on call
service during non-operating hours shall be provided.
F. Insurance.
Aircraft Liability
Bodily injury & 600,000 CSL
Property Damage
Passenger Liability 600,000 each passenger
GENERAL LIABILITY
Bodily Injury
Property Damage 600,000 CSL
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ARTICLE V SPECIALIZED COMMERCIAL FLIGHT SERVICES
Persons, Airport Tenants, Airport Tenant Lessees , Commercial
Tenants, Commercial Tenant Sublessee, and FBO's desiring to
engage in specialized commercial air activities, including but
not limited to, those listed below shall comply with the minimum
standards specified herein:
Banner towing and aerial advertising
Aerial photography or survey
Fire fighting/fire patrol
Powerline/pipeline patrol
Any other operation specifically excluded from Part 135
of the Federal Aviation Regulations.
A. Land. Sufficient aircraft ramp and/or hangar space to
accommodate leased/owned ,aircraft . Land area should be capable of.
,providing facilities for auto parking, paved hangar apron and
other area as needed to perform the operations contemplated.
B. Buildings. Lease or construct, within 12 months, adequate,
and properly heated, ' air-conditioned, and lighted floor space for
office and rest . rooms. If aircraft maintenance is to be
performed on site, a building space is required for shop and
storage space.
C. Personnel . - A minimum of one (1) properly certificated
Commercial Pilot with appropriate ratings for the aircraft to be
flown and operations to be conducted.
D. Aircraft. A minimum of one (1) properly certificated
aircraft (single/multi-engine) meeting the requirements for the
operations to be conducted. Aircraft owned or leased must meet
all airworthy requirements of the FARs.
E. Hours of Operations. The normal hours of operation shall be
at the operators discretion, but services should be reasonably
available to the public.
F. Insurance.
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
GENERAL LIABILITY
Bodily Injury
Property Damage 600,000 CSL
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ARTICLE VI AERIAL APPLICATIONS
Persons, Airport Tenants, Airport Tenant Lessees, Commercial -
Tenants , Commercial Tenant Sublessees, and FBO's desiring ' to
engage in aerial application operations must, hold an Agricultural
Aircraft operator certificate issued by the FAA; comply with the
requirements of all Federal , State of Texas, and any local laws
and/or regulations applicable to aerial application operations .
A. Land. Sufficient paved aircraft parking apron and space for
the loading. and unloading of vehicles and equipment. An area must
be set aside specifically for the cleaning and servicing of
aircraft .
B. Facilities. A segregated chemical storage area protected
from public access. Wash down of agricultural spraying aircraft
and flushing of agricultural aircraft spray tanks will be
accomplished only in areas so designated and in accordance with
applicable EPA, State 'Water Commission, State Department of
Agriculture,. State Department of Health and other Federal , State,
and local rules and regulations.
Empty chemical containers will be disposed of off the airport in
accordance with applicable Federal and State laws. A centrally
drained, paved area for aircraft loading/unloading, servicing and
dumping, tank truck handling and for the mixing of compounds
shall contain an adequate area and meet all government
• requirements..
Adequate ground equipment for. the handling and loading of dusting
materials shall be provided.
C. Personnel . A minimum of one (1) properly FAA certificated
commercial pilot, properly rated for the aircraft to be used and
meeting the requirements of all appropriate FAA Regulations and
applicable State and local regulations.
D. Aircraft. A minimum of one (1) airworthy aircraft meeting
all the requirements of the appropriate FAA Regulations and
applicable State and local regulations. Leased aircraft shall be
by written agreement and based on the Lessee's premises.
E. Hours of Operation. Available or on call . 24 hours during
normal aerial application season.
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F. Insurance.
Aircraft Liability
Bodily Injury &
j
Property Damage 600,000 CSL
General Liability
Bodily Injury &
Property Damage 600,000 CSL
Environmental Impairment
Liability (EIL) 1,000,000 each occurrence
Agricultural spraying operations will be conducted in accordance
with procedures approved by the City of Fort Worth and only from
the areas designated on the Airport(s) . Careless* handling of
chemicals Will result in appropriate legal action.
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ARTICLE VII - AIRCRAFT SALES
Persons, Airport Tenants , Airport Tenant Lessees, Commercial
Tenants, Commercial Tenant Sublessees, and FBO°s desiring to
engage in the business of the sale' of new or used aircraft must
lease and/or provide as a minimum the following:.
A. Land. Sufficient land area to adequately store, display and
service aircraft.
B. Buildings. Lease or construct, within 12 months, a minimum
of 2,000 square feet of properly lighted, air-conditioned and
heated space for office, public lounge, rest rooms and public use
telephones .
C. Personnel . . A minimum of One (1) current properly
certificated FAA Commercial Pilot with rating appropriate for the
types of aircraft to be demonstrated and to conduct the
operations contemplated.
D. Dealerships. New aircraft dealers shall hold an authorized
factory or subdealership. All aircraft dealers shall hold a
dealership license or permit, if required by state or local
regulations.
E. Used Aircraft. A Lessee engaged in the sale of used aircraft
must conform to the provisions of FAR Part 47, Subpart C, and
must possess a valid "Dealers Aircraft Registration Certificate",
FAA Form 8050.
F. Aircraft. A dealer of new aircraft shall have available or
on call one (1) current model demonstrator.
G. Services . Provide for adequate parts and servicing of
aircraft and accessories during warranty periods for new
aircraft.
H. Hours of Operation: The normal operating hours shall be at
the operators discretion, but should services should be
reasonably available to the public.
I . Insurance.
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
Passenger Liability 600,000 each passenger
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General Liability
Bodily Injury &
Property Damage 600,000 CSL
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The above coverage shall include aircraft held for sale and
demonstration by the Lessee but owned by others.
Products & Completed
Operations Liability- 3,000,000 each occurrence
Hangar Keepers Liability 500 ,000 each aircraft
1 ,000,000 each occurrence
J. Sales Tax Permit. Each lessee shall hold and conspicuously
display a current Sales Tax Permit issued by the State of Texas.
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ARTICLE VIII AIRCRAFT RENTAL
Any person, Airport Tenant, Airport Tenant Lessee, Commercial
Airport Tenant, Commercial Tenant Sub-Lessee, or FBO desiring to
engage in the rental of aircraft to the public must provide as a
minimum the following:
A. LAND. Sufficient land for the parking and storage of as many
aircraft as are available for rent.
B. BUILDINGS. Lease or construct, within 12 months, a building
which will provide adequate and properly air-conditioned, "heated
and lighted space for office, public lounge, rest rooms and
public use telephones. If . aircraft maintenance is to be
performed on site, additional adequate area will be required for
shop and storage space.
C. PERSONNEL. One- person having a current commercial pilot
certificate with appropriate ratings for the type of aircraft and
training to be offered. if aircraft maintenance is to be
performed -on site, proper certification is required for shops and
personnel .
D. AIRCRAFT. At least one airworthy aircraft owned or leased in
writing to the lessee, which shall be certified for flight under
instrument conditions.
E. HOURS OF OPERATION. Hours of operation will be a minimum of
6 days per week, 8 hours per day.
F. INSURANCE COVERAGE FOR OWNED OR LEASED AIRCRAFT
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
Student and Renter Pilot Coverage
General Liability
Bodily Injury &
Property Damage 600,000 CSL
27 . 7 This Agreement shall be performable and enforceable in
Tarrant County, Texas, and shall be construed in
accordance with the laws of the State of Texas .
27 . 8 This Agreement is made for the sole and exclusive
benefit of the City and the Lessee, their successors
and assigns, and is not made for the benefit of any
third party.
27 . 9 In the event of any ambiguity in any of the terms of
this Agreement , it shall not be construed for or
against any party hereto on the basis that such party
did or did not author the same.
27 . 10 All covenants , stipulations and agreements in this
Agreement shall extend to and bind each party hereto,
its legal representatives, successors and assigns .
27 . 11 The titles of the several articles of this Agreement
are inserted herein for convenience only, and are not
intended and shall not be construed to affect in any
manner the terms and provisions hereof, or the
interpretation or construction thereof .
27 . 12 Nothing herein shall be construed as creating a joint
enterprise or partnership between the City and
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Lessee. Lessee shall at all times be considered an
independent contractor in the performance of the terms
and conditions of this Agreement, and shall - be solely
responsible for the servants, employees, contractors,
and subcontractors . The doctrine of respondeat
superior shall have no application as between the City
and the Lessee.
27 . 13 Leasehold Mortgagee Protection.
The City and Lessee shall cooperate in including in
this Agreement by suitable amendment from time to time
any provision which may reasonably be requested by any
proposed Leasehold Mortgagee for the purpose of
implementing the mortgagee protection provisions
contained in this Agreement and allowing such
mortgagee reasonable means to protect or preserve the
lien of the Leasehold Mortgage on the occurrence of a
default under the terms of this Agreement . The City
and Lessee each agree to execute and deliver (and to
acknowledge, if necessary, for recording purposes) any
agreement necessary to effect any such amendment;
provided, however, that any such amendment shall not
in any way affect the term or rent under this
Agreement nor otherwise in any material respect
adversely affect any rights of the City under this
Agreement . It is understood and agreed, however , that
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if such amendments or agreements vary the substantive
rights of the parties as set forth in this Agreement,
then such amendments or agreements must be approved by
the City Council of the City.
27 . 14 Nonmerger .
There shall be no merger of this Agreement or the
leasehold estate created hereby with the fee estate in
and to the Leased Premises by reason of the fact that
this Agreement or the leasehold estate created hereby,
or any interest in either of them, may be held
directly or indirectly by or for the account of any
person who shall own the fee estate in and to the
Leased Premises, or any portion thereof , and no such
merger shall occur unless and until all persons at the
time having any interest in the fee estate and all
persons having any interest in this Agreement or the
leasehold estate, including the holder of any mortgage
upon the fee estate, shall join in a written
instrument effecting such merger .
27 . 15 Force Majeure.
Any time period specified in this Agreement for the
performance of any duty or obligation by either the
City or Lessee shall be extended to include delays
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that result from any cause beyond the reasonable
control of either party.
27 . 16 Other Ground Leases .
If at anytime during the term of this Agreement the
City, as lessor, enters into any other ground lease of
real property located at Alliance Airport, and if such
other ground lease contains any terms, conditions, or
other provisions ( including, but not limited to, the
payment of rent and use fees, but excluding any
provision that would extend the 30-year term of this
Agreement) which, directly or indirectly, are more
favorable or beneficial to the lessee thereunder than
are the terms, conditions, and provisions of this
Agreement to Lessee; then the terms, conditions , and
other provisions of this Agreement shall be deemed to
be automatically amended to the extent necessary to
confer substantially the same favorable or beneficial
treatment upon Lessee.
27 . 17 Use of Parcels No. 1 , No. 2, and No. 4 .
The City agrees that until December 31, 1996, ( i)
Parcels No . 1 and No. 4 described on Exhibit D
attached hereto shall only be used for the
construction, operation, maintenance, and use of a
permanent terminal and administration building having
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a minimum of 25, 000 square feet plus associated
parking areas, and ( ii) Parcel No . 2 described on
Exhibit D shall only be used for the construction,
operation, maintenance, and use for FBO or other
aeronautical purposes .
27 . 18 Fire Station Tract Obligations .
Lessee, at its expense, will install a water line and
water meter to serve improvements located on the Fire
Station Tract .
27 . 19 Right of First Refusal .
The City grants to Lessee certain rights of first
refusal as more particularly set forth on Exhibit E
attached hereto .
ARTICLE 28
SUBORDINATION CLAUSES
28 . 1 This Agreement is subject and subordinate to the
following:
28 . 1 . 1 The City reserves the right to develop and improve the
Airport as it sees fit, regardless of the desires or
view of the Lessee, and without interference or
hindrance by or on behalf of the Lessee. Accordingly
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nothing contained in this Agreement shall be construed
to obligate the City to relocate the Lessee.
28 . 1 .2 The City reserves the right to take any action it
considers necessary to protect the aerial approaches
to the Airport against obstruction, together with the
right to prevent Lessee from erecting or permitting to
be erected any building or other structure on the
Airport which, in the opinion of the City, would limit
the usefulness of the Airport or constitute a hazard
to aircraft .
28 . 1 .3 This Agreement is and shall be subordinate to the
provisions of existing and future agreements between
the City and the United States relative to the
operation or maintenance of the Airport, the execution
of which has been or may be required as a condition
precedent or relevant to the obtaining or expenditure
of federal funds for the benefit of the Airport .
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28 . 1 . 4 During the time of war or national emergency, the City
shall have the right to lease all or any part of the
landing area or of the Airport to the United States
for military or naval use, and if any such lease is
executed, the provisions of this Agreement insofar as
they may be inconsistent with the provisions of such
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lease to the Government, shall be suspended, but such
suspension shall not extend the term of this
Agreement . Abatement of rentals shall be reasonably
determined by the City in proportion to the degree of
interference with the Lessee' s use of the Leased
Premises .
28 . 1 . 5 Except to the extent required for the performance of
any obligations of the Lessee hereunder, nothing
contained in this Agreement shall grant to the Lessee
any rights whatsoever in the airspace above the Leased
Premises other than those rights which are subject to
Federal Aviation Administration rules, regulations and
orders currently or subsequently effective.
28 . 1 . 6 Nothing in this Agreement obligates the City in any
way to take any action that is prohibited by the 1968
Concurrent Ordinance adopted by the City of Fort Worth
and the City of Dallas, Texas regarding the
Dallas/Fort Worth International Airport . The Lessee
agrees that in the performance of this Agreement, it
will do no act and cause no omission that is
inconsistent with, or that will place the City in
violation of, the 1968 Concurrent Ordinance or any
proceedings relating to the operation of the
Dallas/Fort Worth International Airport . The parties
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hereto acknowledge that the rights and duties of the
Lessee and the terms of this Agreement may be
qualified to the extent that the provisions of the
1968 Concurrent Ordinance and proceedings relating to
the operation of the Dallas/Fort Worth International
Airport govern the operation of Alliance Airport .
28 . 1 . 7 Notwithstanding anything to the contrary stated
herein, any contractual or statutory lien claimed by
the City in all goods, wares , equipment, fixtures
furniture and other personal property of Lessee
presently or hereafter situated in the Leased Premises
and all proceeds therefrom (collectively, the
"Collateral" ) (save and except liens for ad valorem
taxes levied on such personal property) shall be
subject and subordinate to the rights , if any, of any
Leasehold Mortgagee, any holder of any Leasehold
Mortgage or any holder of a lien or security interest
securing purchase money indebtedness covering any of
the Collateral and the City agrees to execute such
additional documents as shall be reasonably necessary
to effect or evidence such subordination. Lessee
agrees to pay the City all reasonable and necessary
costs incurred by the City in connection with the
negotiation, preparation, review, and execution of
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such additional documents, including, but not limited
to, all reasonable and necessary attorneys ' fees .
28 . 1 . 8 It is agreed and understood that nothing in this
Agreement shall be interpreted to constitute an
amendment or modification to the respective rights,
duties, and obligations of either the City or the
Airport Operator under that certain Management
Agreement between Alliance Air Services, Inc . , as
Operator , and the city of Fort Worth dated
December 1993 . Notwithstanding the foregoing,
however, in the event there is any conflict between
this Agreement and any term or provision of the
Management Agreement that concerns, addresses, or
deals with any ground lease of Airport property
(including constructing improvements and/or providing
FBO services) , this Agreement shall control .
28 . 1 . 9 Any person or entity to which this Agreement (or any
rights herein) is assigned, conveyed, or otherwise
transferred as a result of any foreclosure by any
Leasehold Mortgagee (or as a result of any deed or
other transfer in lieu of foreclosure) shall be bound
by all terms and conditions of this Agreement .
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ARTICLE 29
VENUE
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Should any action, whether real or asserted, at law or
in equity, arise out of or in connection with the
terms and conditions of this Agreement or the
performance, nonperformance or attempted performance
hereof, venue for said action shall be in Tarrant
County, Texas .
ARTICLE 30
ENTIRE AGREEMENT
30 . 1 This Agreement consists of Articles 1 to 30 ,
inclusive, Exhibits A-1 , A-2, A-3, B, C, D, and E,
Schedule A and Appendix A.
30 . 2 This Agreement constitutes the entire agreement of the
parties hereto and may not be changed, modified,
discharged or extended except by written instrument
duly executed by the City and the Lessee. The parties
agree that no representations or warranties shall be
binding upon the City or the Lessee unless expressed
in writing in this Agreement of Lease.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year written above.
LESSOR:
ATTEST: CITY OF FORT WORTH, TEXAS
By:
qa)
ICPty Manager
it secretary
LESSEE:
Approved As to Form
And Legality: ALLIANCE AIR SERVICES, INC.
By:
City Attorney Officer
Title: Preslit
6? —Z11 eG)
Contra--' Lathoriza'U'Lo'n
Date
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SCHEDULE A
Lessee shall , at its own cost and expense, take out and
maintain such insurance for the term of this Agreement as the
Lessee is required to take out and maintain under the Workers '
Compensation Act; and also take out and maintain such public
liability and automobile liability insurance sufficient to
fulfill the Lessee' s indemnification obligations set forth in
Article 9 of the Lease Agreement . The policies shall provide.
the amounts of insurance specified in this Schedule A and
shall name the City and its Airport Operator as additional
insureds for their own acts or omissions . Upon execution of
this Agreement, certificates of insurance in form acceptable
to the City and marked "premium paid" must be submitted to the
City. Each certificate shall have endorsed thereon:
A clause naming the City of Fort Worth and its
Airport Operator, Alliance Air Services , Inc . , as
additional insureds under the policies .
"No cancellation or change in the policy shall
become effective until after thirty (30) days notice
by registered mail to the City Manager, City of
Ft . Worth, 1000 Throckmorton, Ft . Worth, TX. 76102 . "
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Upon failure of Lessee to furnish, deliver and maintain
such insurance as above provided, the City may obtain such
insurance and charge Lessee the cost of the insurance plus all
appropriate administrative charges and incidental expenses
associated with the transaction. Failure of Lessee to take
out and/or maintain, or the taking out and/or maintenance of
any required insurance shall not relieve Lessee from any
liability under this Agreement, nor shall the insurance
requirements be construed to conflict with the obligations of
Lessee concerning indemnification.
All required insurance must be in effect and so continue
during the life of this Agreement in not less than the
following amounts :
A. Workers ' Compensation Unlimited - Statutory - in
compliance with the Compensation Law of the State of
Texas .
B. General Liability Insurance with a maximum combined
single limit of $3 ,000,000 . 00 per occurrence. This
insurance shall indicate on the Certificate( s) of
Insurance, marked "premium paid" , the following coverages :
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Comprehensive General Liability
Premises/Operations
Contractual Liability
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Independent Contractors
Products and Completed Operations
Broad Form Property Damage
Personal Injury
Hangar Keepers Liability
C. Auto Liability (single limit or occurrence $500 , 000 . 00) .
Owned, Non-owned and Hired Location of operation shall be
"All locations in Tarrant and Denton Counties , Texas" .
Nothing herein contained shall prevent the Lessee from
taking out any other insurance for protection of its interest
which it deems advisable or necessary.
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Appendix A
Construction by Lessee
1 . Prior to the commencement of construction of any
Improvements , Lessee shall submit to the City
complete plans and specifications and an estimated
time table for such proposed construction.
2 . The City may refuse to grant approval of Lessee ' s
plans and specifications if , in its reasonable
opinion, the proposed facilities as laid out and
indicated by the Lessee on such plans or constructed
according to such plans and specifications :
2 . 1 will be structurally unsound or unsafe or hazardous
for human occupancy;
2 . 2 will not substantially comply with all the
requirements of this Agreement;
2 .3 will be so located that there will not be sufficient
clearances in respect to existing or planned
projecting aprons, runways or taxiways adjacent
thereto;
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2 .4 will be in violation of any state code, OSHA-70, the
National Electric and Fire Protection Codes or any
other laws, ordinances or regulations of any
governmental authority having jurisdiction over the
Airport;
2 , 5 will not be at locations or not be oriented in
accordance with the approved comprehensive plans for
the Airport .
3 . Upon approval of such plans and specifications by
the City, the Lessee shall proceed expeditiously and
with all reasonable diligence to construct, at its
own expense and cost, the facilities in accordance
with such approved plans and specifications and
complete the facilities in accordance with the
estimated time table (subject to delays beyond
Lessee' s reasonable control) .
3 . 1 At any time that Lessee undertakes construction of
any Improvements in excess of $25, 000 . 00 , Lessee
shall, at its own cost and expense, cause to be
made, executed and delivered to the City a cash
deposit or a pledge of government securities (in the
form attached herewith as Exhibit C) in an amount
sufficient to secure Lessee ' s construction
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obligations or two separate bonds in accordance with
Chapter 2253 of the Texas Government Code as follows :
(1) Prior to the date of commencement of
construction, a contract surety bond
(performance bond) in a sum equal to the full
amount of the construction contract awarded.
Said bond shall be drawn in a form and from
such company as approved by the City; shall
guarantee the faithful performance of necessary
construction and completion of Improvements in
accordance with approved final plans and
detailed specifications; and shall guarantee
the City against any losses and liability,
damages, expenses, claims and judgments caused
by or resulting from any failure of Lessee to
perform completely the work described as herein
provided.
(2) Prior to the date of commencement of
construction, a payment bond with Lessee ' s
contractor or contractors as principal, in a
sum equal to the full amount of construction
contract awarded. Said bond shall guarantee
payment of all wages for labor and services
engaged and of all bills for materials,
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supplies and equipment used in the performance
of said construction contract .
Bonds shall be standard performance and payment
bonds provided by a licensed surety company in the
State of Texas .
4 . All construction work shall be done in accordance with
the following terms and conditions :
4 . 1 The Lessee hereby assumes the risk of loss or damage to
all of the construction work prior to the completion
thereof and the risk of loss or damage to all property of
the City arising out of or in connection with the
performance of the construction work. In the event of
such loss or damage, the Lessee shall forthwith repair,
replace and make good the construction work and the
property of the City without cost or expense to the City.
4 . 2 The Lessee shall itself and shall require its contractors
to indemnify, hold harmless and defend the City, its
officers , agents and employees from and against any and
all claims or suits for property damage and/or personal
injury, including death, to any and all persons, of
whatsoever kind or character, whether real or asserted,
arising out of or in connection with any construction,
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maintenance or repair work performed on or in connection
with the Leased Premises, by the Lessee, its officers,
employees, contractors, subcontractors, licensees,
invitees, or tenants (and to provide such insurance as
required in Section 4 . 7 of this Appendix) covering the
acts and omissions of the Lessee and its contractors; and
the Lessee shall itself assume and shall require its
contractors to assume all responsibility and liability
for such claims or suits . The Lessee shall itself assume
and shall require its contractors to assume all
responsibility and liability for, and shall indemnify and
hold harmless the City for any and all damage to or
destruction of Alliance Airport property, the Leased
Premises , and their facilities, arising out of or in
connection with any construction, maintenance or repair
work performed on or in connection with the Leased
Premises, by the Lessee, its officers , employees ,
contractors, subcontractors, licensees, invitees, or
tenants .
4 .3 The Lessee shall identify a project manager during the
construction period with whom the City may communicate at
all times .
4 . 4 The City shall have the right, through its duly
designated representatives, to inspect the construction
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work and the plans and specifications thereof, at any and
all reasonable times during the progress thereof and from
time to time, in its discretion, to take samples and
perform testing on any part of the construction work, but
the taking of samples and 'testing shall be conducted so
as to minimize interference with the construction work.
4 . 5 The Lessee agrees that it shall deliver to the City
as-built" drawings (capable of being reproduced) of the
construction work and shall during the term of this
Agreement keep said drawings current showing thereon any
changes or modifications which may be made. (No changes
or modifications to be made without the City' s consent
not to be unreasonably withheld or delayed. )
4 . 6 The Lessee shall pay or cause to be paid all claims
lawfully made against it by its contractors,
subcontractors, materialmen and workmen, and all claims
lawfully made against it by other third persons arising
out of or in connection with or because of the
performance of any repair, maintenance or construction
work, and shall cause its contractors and subcontractors
to pay all such claims lawfully made against them,
provided, however, that nothing herein contained shall be
construed to limit the right of the Lessee to contest any
claim of a contractor, subcontractor, materialman,
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workman and/or other person and no such claim shall be
considered to be an obligation of the Lessee within the
meaning of this Section unless and until the tame shall
have been finally adjudicated. The Lessee shall use its
best efforts to resolve any such claims and shall keep
the City fully informed of its actions with respect
thereto.
4 . 7 The Lessee shall procure and maintain comprehensive
general liability insurance, including automotive, with a
contractual liability endorsement covering the
obligations assumed by the Lessee in Sections 4 . 1 and 4 .2
of this Appendix, which shall be in addition to all
policies of insurance otherwise required under this
Agreement; or the Lessee may provide such insurance by
requiring each contractor engaged by it for the
construction work to procure and maintain such insurance
including such contractual liability endorsement . Said
insurance shall not contain any care, custody or control
exclusions, any exclusion for explosions, collapses or
damage, or any exclusions for bodily injury to or
sickness, disease, or death of any employee of the Lessee
or of any of its contractors which would conflict with or
in anyway impair coverage under the contractual liability
endorsement . Said insurance shall name the City, its.-
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officers, its employees and its agents as additional
insureds and be in not less than the following amounts :
Bodily Injury Liability:
For injury to or wrongful death
to one person . . . . . . . . . . . . . . . $1 , 000 , 000
For injury or wrongful death of more
than one person for any one occurrence. . . $5, 000 , 000
Aggregate Products Completed Operations . . . $3 , 000 , 000
( ii) Property Damage Liability:
For all damages arising out of injury
to or destruction of property in any
one occurrence. . . . . . . . . . . . . . . $3 , 000 , 000
Aggregate Products Completed Operations . . . $3 , 000 , 000
Aggregate Operations . . . . . . . . . . . . $3 , 000 , 000
Aggregate Productive . . . . . . . . . . . . $3, 000 , 000
Aggregate Contractual . . . . . . . . . . . . . $3 ,000 , 000
The insurance required hereunder shall be maintained in
effect during the performance of the maintenance, repair
or construction work. A certified copy of each of the
policies or a certificate or certificates evidencing the
existence thereof , or binders, shall be delivered to the
City at least fifteen ( 15) days prior to the commencement
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of any work. In the event any binder is delivered, it
shall be replaced within thirty (30) days by a certified
copy of the policy or a certificate. Each such copy or
certificate shall contain a valid provision or
endorsement that the policy may not be canceled,
terminated, changed or modified without giving fifteen
( 15) days ' written advance notice thereof to the City.
4 . 8 The Lessee shall procure and maintain or cause to be
procured and maintained Builder ' s Risk Completed Value
Insurance covering the construction work during the
performance thereof, , including material delivered to the
construction site but not attached to the realty, in an
amount and form satisfactory to the City. Such insurance
shall name the City, the Lessee and its contractors and
subcontractors as additional a5sureds and such policy
shall provide that the loss shall be adjusted in
accordance with Article 8 of this Agreement . The
policies or certificates representing this insurance
shall be delivered by the Lessee to the City prior to the
commencement of construction and each policy or
certificate delivered shall bear the endorsement of or be
accompanied by evidence of payment of the premium thereon
and, also, a valid provision obligating the insurance
company to furnish the City fifteen ( 15) days ' advance
notice of the cancellation, termination, change or
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modification of the insurance evidenced by said policy or
certificate.
4 . 9 Nothing contained herein shall grant or be deemed to
grant to any contractor, architect, supplier ,
subcontractor or any other person engaged by the Lessee
or any of its contractors in the performance of any part
of the construction work any right of action or claim
against the City, its officers, agents and employees with
respect to any work any of them may do in connection with
the construction work .
4 . 10 Nothing contained herein shall create or be deemed to
create any relationship between the City and any such
contractor , architect, supplier, subcontractor or any
other person engaged by the Lessee or any of its
contractors in the performance of any part of the
construction work, and the City shall not be responsible
to any of the foregoing for any payments due or alleged
to be due thereto for any work performed or materials
purchased in connection with the construction work.
4 . 11 When the construction work is substantially completed and
is ready for use by the Lessee, the Lessee shall advise
the City to such effect and shall deliver to the City a
certificate by an authorized officer -of the Lessee
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certifying that such construction work has been
constructed substantially in accordance with the approved
plans and specifications and the provisions- of this
Agreement and in compliance with all applicable laws ,
ordinances and governmental rules, regulations and
orders . Thereafter, such construction work will be
inspected by the City and if the same has been completed
as specified by the Lessee, a certificate to such effect
shall be delivered to the Lessee, subject to the
condition that all risks thereafter with respect to the
construction and installation of the same and any
liability therefor for negligence or other reason shall
be borne by the Lessee.
The Lessee shall not use or permit the use of the
construction work for the purposes set forth in this
Agreement until such certificate is received from the
City. The date of delivery of the certificate by the
City shall constitute the Completion Date for the
purposes of this Agreement .
6. Other Construction by Lessee
Title to any construction, improvement, alteration,
modification or addition performed by Lessee at or on the
Leased Premises in accordance with a City approved
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building permit shall vest in the Lessee and remain in
Lessee until the expiration or earlier termination of
this Agreement.
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103 —
EXHIBIT A-1
4,
Legal Description of Parcel No. 3
BEGINNING AT THE POINT WHERE THE WESTERLY RIGHT-OF-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1, BLOCK 1,ALLIANCE AIRPORT;
THENCE WITH SAID WESTERLY RIGHT-OF-WAY LINE AS FOLLOWS:
S 09. 53' 13' E. 65.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
73.85 FEET WITH THE ARC OF SAID CURVE TO THE'LEFT,THROUGH A CENTRAL ANGLE OP
65' 05' 56°, NTH A RADIUS OF 65.00 FEET,AND A LONG CHORD WHICH BEARS
S 42' 26' 11' E, 69.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
34.09 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
65' 05' 560, WITH A RADIUS OF 30.00 FEET AND A LONG CHORD WHICH BEARS
S 42' 26' 11' E, 32.28 FEET;
S 09' 63' 13' E, 290.83 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
31.42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
90' 00'019, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 350 06' 47' W, 28.28 FEET TO A POINT IN THE NORTHERLY RIGHT-4F--WAY LINE OF
ALLIANCE BOULEVARD;
THENCE S 80' OS'47°W,14.00 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TOTHE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OFSAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35° 43'51°0 WITH A RADIUS OF 278..00 FEET AND A LONG
CHORD WHICH BEARS S 62' 14'520 W. 170.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 80' 43'62',WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 84' 44'52°W. 25.91 FEET TO A POINT IN THE NORTHERLY RIGHT-OF--WAY
LINE OF A RESTRICTED ACCESS RIGHT-OF-WAY;
THENCE N 54'53' 13'W,25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
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THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45' 00'00r.WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 77' 23' 13"W.97.97 FEET;
THENCE S 80' 06' 4T W. 119.50 FEET WITH SAID NORTHERLY RIGHT-OF-WAY UNE;
THENCE N 09' 51' 30'W,406.42 FEET;
THENCE N 09' 53' 130 W, 50.58 FEET TO A POINT IN THE NORTHERLY LINE OF SAID LOT 1, BLOCK
1,ALLIANCE AIRPORT;
THENCE N 80° 06'4r E.394.72 FEET TO THE POINT OF BEGINNING AND CONTAINING 4.735 ACRES
OR 206,267 SQUARE FEET OF LAND, MORE OR LESS.
]EXHIBIT A-2
FIELD NOTES FOR A
4,230 SQUARE FEET LEASE AREA
AT ALLIANCE AIRPORT
Being a tract of land situated in the J. Evans Survey, Abstract No. 470, City of
Fort Worth, Tarrant County, Texas, and also being a portion of Lot 1, Block 1,
Alliance Airport according to the plat recorded in Cabinet A, Slide 622, Plat
Records, Tarrant County, Texas, and being more particularly described as
follows:
COMMENCING at the east most southeast comer of Alliance Airport, said
comer being at the intersection of the east right-of-way line of Jet Stream Way
and the south right-of-way line of Flight Line Road;
THENCE south 80 degrees 06 minutes 47 seconds West, 401.62 feet to a
point;
THENCE North 09 degrees 53 minutes 13 seconds West, 330.76 feet to the
southeast comer of a one story metal building, and the POINT OF BEGINNING;
THENCE South 80 degrees 08 minutes 16 seconds West, 70.20 feet along the
south line of said building to its southwest comer;
THENCE North 09.degrees 51 minutes 44 seconds West 60.25 feet along the
west line of said building to its northwest comer;
THENCE North 80 degrees 08 minutes 16 seconds East, 70.20 feet along the
north line of said building to its northeast comer;
THENCE South 09 degrees 51 minutes 44 seconds West, 60.25 feet along the
east line of said building to its southeast comer, and the POINT OF
BEGINNING, and encompassing 4,230 square feet more or less.
14 0
EiIBIT A-3 c
Diagram of Transient Apron Areas
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FLIGHT LINE RD.
Exhibit A-3
Exhibit B
CITY OF FORT WORTH
AVIATION DEPARTMENT
MINIMUM STANDARDS FOR FIXED BASE OPERATORS
AND
OTHER AIRPORT TENANTS
ALLIANCE -
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MEAL AM KTH
AVIAIIUIN
D EPA Kw%TM EN T
SINKS.
ADOPTED BY THE FORT WORTH CITY COUNCIL
JUNE 16, :1992
CITY OF FORT WORTH * AVIATION DEPARTMENT
TERHINAL BUILDING SUITE 228 '* FORT WORTH, TEXAS 76106
(8171 .624-1127
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GENERAL
Articles I. through XX of the City of Fort 'Worth Minimum Standards
for Fixed Base Operators and Other. Airport Tenants are relevant
to activities that take . place at .any airport owned and operated
by the City of Fort Worth, , Texas.
Additional Appendices contain information specific to only that
airport. identified in the individual Appendix.
2
CITY OF FORT WORTH
AVIATION DEPARTMENT
MINIMUM STANDARDS FOR FIXED BASE OPERATORS
AND OTHER AIRPORT TENANTS
Article I Definitions
Article II Fixed Base Operator Permits
Article III Flight Training
Article IV Air Taxi Service
Article V Specialized Commercial Plight Services
Article VI Aerial Applications
Article VII Aircraft Sales
Article VIII Aircraft Rental
.Article IX Airframe and/or PowerPlant Repair
Article X Radio, instrument, or Propeller Repair
Article XI Multiple Services
Article XII Flying Clubs
Article XIII Airport Tenant
Article XIV - Standard Lease Provisions/Minimum
Requirements
Article XV RESERVED
Article XVI Schedule of Rates and Charges
Article -XVII Airport Development Procedures
Article XVIII Nonpublic Aircraft Fuels Dispensing
Agreement
Article XIX RESERVED
Article XX RESERVED
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Appendix A Fort Worth Meacham Airport
Appendix B Fort Worth Spinks Airport
Appendix C Fort Worth Alliance Airport
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ARTICLE I DEFINITIONS
A. DEFINITIONS. As used herein, the following terms shall be
defined as follows:
1) Aeronautical Activity. Any activity which* involves.- makes
possible, or is required for the •operation of aircraft, or
which contributes to or is required for the safety' of such
operations. The following activities, commonly conducted on
airports, are aeronautical within this definition: pilot
trainingo aircraft rental; FAR Part 135 and 1.21' charter
operations, sightseeing; aerial photography, crop dusting,
aerial advertising or surveying; scheduled and non-scheduled
Part 121 operations; aircraft sales; sales of aviation
petroleum products ( whether or not conducted in conjunction
with other included activities); 'service, repair and
maintenance of aircraft; sale of aircraft parts and
accessories; radio and instrument sales, repair and
maintenance; and any other activity which because of its
direct relationship to the operation of aircraft, can be
regarded as an aeronautical activity.
2) Airport. City of Fort Worth Meacham, Spinks, or Alliance
Airports, Fort Worth, Texas, or any other airport owned and
operated by the City of Fort Worth, except for the Dallas-
Fort Worth International Airport..
3) Airport Tenant. Defined as any person, firm or
corporation leasing property from the City of Fort Worth on
any city owned and operated airport for aeronautical
purposes who is not a Fixed Based operator. An Airport
Tenant may hangar his aircraft on his leased property
subject to the provisions contained in Article XIII herein
set forth.
4) Airport Tenant Sublessee. Any person, firm or
corporation leasing property on the airports from any
Airport. Tenant (described above) for aeronautical purposes
who is not an FBO.
5) Fixed Base Operator or FEO. A Fixed Base Operator is
defined as any person, firm, or corporation performing any
of the functions or furnishing any of the services as
hereafter set out for fixed based operators at the Fort
Worth Meacham, Spinks or Alliance Airports, or any other
airport owned and operated by the City of Fort Worth, except
for the Dallas-Fort Worth International Airport.
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No person, firm, or corporation shall engage in any
commercial activity as a Fixed Base Operator as herein
defined unless the same is done in full compliance with the
standards, rules and regulations herein set forth. A person
shall qualify as a Fixed Based Operator only upon providing
the minimum services as described in ARTICLE II.
6) Person(s) . Any individual , firm, partnership,
corporation, association, or company (including any
assignee, receiver, trustee, or similar representative
thereof) or the ' United States of America or any foreign
government, or any state or political subdivision thereof.
7) Through the Fence. operations that are 'conducted off the
actual airport ' or city property that have aeronautical
access to any portion of the -Movement Area or Air Operations
Area of the airports.
8) CSL. Combined Single Limit
9)' Commercial Tenant. Any person performing any of the
services as herein described and set forth, who is not
categorized as an FBO or Airport Tenant .
10) Commercial Tenant Sublessee. Any person performing any
of the services as herein described and set forth, who is
not categorized as an FBO or Airport Tenant, and is - leasing
property from a Commercial Tenant on the airport.
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F equipment necessary to remove disabled aircraft up
to 12 ,500 lbs. from the airfield;
G. APU/GPU starting service;
H. tug and aircraft towing service;
I . UNICOM service.
11) Provide for the following services . as a minimum:
A. auto rental service;
B. air taxi service;
C. aircraft catering. service; and
D. aircraft -rental .
B. Certification. Prior to the commencement of FBO activities,
said Airport tenant shall submit to the City of Fort Worth, a
properly executed Statement of Compliance with the minimum
qualifications set forth in Article II paragraph A of this
document and with the applicable requirements specified in
Article IX, or other specific requirements as maybe prescribed.
The City of Fort Worth shall have the right at any reasonable
time to inspect the premises to assure compliance.-
C. Authorized Activities. FBO shall have the right to engage
in other aeronautical activities as set forth in Articles III,
IV, V, VI, VII, VIII, or X, by complying with the minimum
standards- of the activities desired to be performed..
FBO shall provide written notification to the City of Fort Worth
of it "s intent to, engage in those activities described in
Articles II through X, and shall provide a Statement of
Compliance.
If the FBO wishes to engage in any aeronautical activity not set
forth in Articles III through VIII , or X, it shall provide the
City of Fort Worth with written notification of said intent and
shall comply with specific minimum standards as determined by the
City of Fort Worth.
Permission to engage in the activities described herein shall not
be granted until compliance with this Article, and all Federal ,
State and local laws, including Certificates of occupancy,
Building Permits, Codes, etc. , have been met for all associated
facilities (i .e. hangars, offices, etc. ) . In the event that said
facilities fall below, or no longer meet compliance standards of
Federal , State or local laws, the City has the right to suspend
or revoke, temporarily or permanently, the right, to engage in the
FBO activities described herein.
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ARTICLE II FIXED BASE OPERATOR PERHIT
A. Qualifications. A person shall qualify as an FBO upon proof
that said person is a financially stable and responsible business
enterprise, proof that capital is available to perform the
activities contemplated, and a pro-forma of the activities
contemplated. In addition, said Airport tenant shall demonstrate
and provide proof , that the premises from which it intends to
operate on the Airport(s) and the personnel employed by it comply
with the following minimum requirements :
1) A - minimum of two (2) acres of land for the conduct of
activities contemplated;
2) General aviation service facilities containing a minimum
of 20,000 square feet. If no facilities exists, tenant must
agree to construct suitable buildings within 12 months to
fulfill the requirements defined herein;
3) A staffed office facility;
4) A heated and air-conditioned waiting room for passengers
and flight planning facilities for crews of itinerant
aircraft;
5) Sanitary restroom facilities;
6) Public telephones;
7) Parking sufficient to accommodate employees and
customers;
8) Personnel on duty seven (7 ) days a week during normal
working hours and additional employees available on call
during non-business hours . Personnel shall be neatly
uniformed.
9) Availability of fuel for the public, and properly trained
personnel and equipment adequate to perform fueling
services, as outlined in Paragraph D below.
10) Provide the following additional services:
A. aircraft maintenance available to the general
public as outlined in Article IX herein;
B. client/passenger services to. include flight planning
and weather briefing;
C. appropriate grades of aircraft. lubricants;
D. oxygen;
E. aircraft storage and tiedown for permanent and
transient aircraft;
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Fuel Farm (as designated in the Airport Master
Plan Study, if applicable) , and shall comply with
applicable, Uniform Building Code Standards, fire
codes and ordinances of the City of Fort Worth,
Federal and State regulations, and recommendations
of the National Fire Protection. Association.
Aviation fuel tanks shall h'ave walk in
capabilities for cleaning and maintenance.
3. Fuel storage, tanks shall comply with
requirements set out by Environmental Protection
Agency, the Federal Aviation Administration, Texas
Water Commission, and local fire codes.
4. All plans and specifications for improvements
on Tank Farm (including landscaping) shall be
prepar'ed and presented to City of Fort Worth. and
shall require the written approval of the Director
of Airport Systems before any construction or
installation may be undertaken.
5. The FBO shall store, handle and dispose of any
hazardous waste or contaminated fuel in accordance
with all Federal , State, and local laws,
regulations and ordinances now or hereafter
enacted. FBO shall bear all costs for cleanup of
hazardous waste.
The FBO shall make available at the request of the
Director of Airport Systems or ' his designated
representative, copies of all manifested waste and
certification of approved disposal site.
All hazardous waste shall be disposed of - off the
airport property.
E. INSURANCE AND INDEMNIFICATION
1. Fire Insurance
During the full term of the FBO Permit, the FBO shall ,
at its sole cost and expense, cause all improvements
constructed or installed on FBO's leased premises to be
kept insured to the full insurable value thereof
against the perils of fire, extended coverage,
vandalism, explosion and like perils. Said insurance
shall be procured from a company authorized to do
business in the State of Texas, and FBO shall provide
City with 'evidence satisfactory to City that such
coverage has been procured and is being maintained.
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The FBO shall display in a public area and in public view within
the FBO facility, the Fixed Base Operator Permit issued by the
City, indicating the FBO's compliance with the provisions of this
Article.
D. Public Aircraft Fuels Dispensing.
1. FUEL
A. Prior to the presentation of a request for an FBO
Permit, the
.prospective FBO shall furnish a letter of
product commitment from an oil company acceptable to
the City of - Fort Worth.
B. The FBO shall provide at least two grades of
aircraft fuel , including 100 Octan6 and Jet A. Said
fuel shall be that 'of a nationally recognized company
acceptable to the City of Fort Worth. Fuel prices
shall be posted in public view either on fuel trucks
and/or Fixed Base Operator Line Building.
2. FUELING FACILITIES
A.. Trucks
The FBO shall furnish mobile dispensing trucks, at
least one for each- type of fuel , having a minimum
capacity of 750 gallons of 100 Octane and 2,200 gallons
of Jet A. Separate filter-equipped, dispensing pumps
and meters for each type of fuel shall be required.
Trucks shall be properly maintained, operated, and
equipped in accordance with applicable Federal Aviation
Administration recommendations , regulations, and
requirements . Each truck will be equipped with a ground
controlled radio capable of communicating with the
Control Tower.
B. Tank Farm
1. The FBO shall furnish a minimum of two aircraft
fuel storage tanks with a capacity of 10,000
gallons each. Unless FBO's fuel trucks are
licensed for public road operation, FBO shall also
provide a minimum 450 gallon automotive fuel
storag6 tank.
2. Fuel storage tanks shall be above ground or
under ground and such installations shall be in a
location approved by the City of Fort Worth in the
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The proceeds of any such insurance, paid on account of
any of the perils aforesaid, shall be used to defray
the cost of repairing, restoring or reconstructing said
improvements, as necessary; provided, however, that if
the permit is canceled, such proceeds shall be paid to
the City for it's exclusive use and benefit .
Property insurance policies required by this paragraph
shall contain waiver of subrogation endorsements and
shall contain a provision that City shall be notified
by the insurance company of any renewals, changes or
cancellations of such insurance coverage by at least
thirty (30) days written notice to City, and shall name
the City as an additional insured.
2. Indemnification
City shall stand indemnified by FBO as. herein provided.
FBO is and shall be deemed to be an independent
contractor and operator responsible to all parties for
its respective -acts or omissions, and City shall in no
way be responsible therefor. FBO covenants and agrees
to indemnify, hold harmless and defend City, its
jofficers, agents, servants and employees from and
against any and all claims for damages or injury to
persons or property arising out of or . incident to the
leasing of or the use .and occupancy of the premises by
FBO, its employees, patrons , contractors or
subcontractors, and FBO does hereby assume all
liability and responsibility for injuries , claims or
suits for damages to persons or property of whatsoever
kind or character whether real or asserted, occurring
during the term of this permit in connection with the
use or occupancy of the premises by FBO, its employees,
patrons, contractors, or subcontractors. FBO shall pay
promptly when due all bills or charges for construction
or maintenance as well as any other amounts due for
material or services furnished in connection therewith,
and FBO shall indemnify City against any and all
mechanics and materialmen's liens or any other types of
liens imposed upon the premises demised hereunder
arising as a result of FBO's conduct or inactivity.
FBO shall promptly, after the execution, of its FBO
Permit, provide public liability insurance for personal
injuries, including death, growing out of any one
accident or other cause in a minimum sum of Three
Million and No/100 dollars ($3,006;000.00) for one
person and Three million and NO/100 dollars
($3,000,000.00) for two or more persons, shall provide
property damage liability insurance in. a minimum sum of
Three Million and No/1-00 Dollars ($3,000,000 .00) for
property damage growing out of any one accident or
other cau.se'; . shall provide products liability insurance
in a minimum sum of Three Million -and No/100 dollars
($3,000,000.00) , and shall provide hangar keeper's
liability insurance in a minimum of Three Million and
No/100 Dollars ($3,000,000 .00) .
FBO shall maintain said insurance with insurance
underwriters authorized to do business in the State of
Texas satisfactory to City. FBO shall furnish City
with a certificate from the insurance carrier showing
such insurance to be in full force and effect during
the entire term of this permit,- or shall deposit with
City copies of said policies. Said policies or
certificates shall contain a provision that written
notice of cancellation or of any material change in
said policy to the i*nsuker shall be delivered to City
thirty days in advance of the effective date thereof,
and said policy shall name the 'City as . an additional
insured.
F. FEES
1. Registration
The FBO shall be responsible for registering all above
and below ground fuel *storage tanks with the Texas
Water Commission, City of Fort Worth, and any other
agency now or here'after requiring so, and be solely
responsible for payment of all registration fees and
other associated costs.
2. Fuel Flowage Fee
For the privilege of securing the right to dispense
aircraft fuels , FBO shall pay to City a fuel flowage
fee on the rate scale established by the City Council
of the City of Fort Worth. Such fuel flowage fee rate
scale may be adjusted by City at any time during the
term of the agreement but in no case shall the rate be
greater than that paid by any other FBO on the Airport.
3. Parking Fees
Any and all aircraft parking fees as established by the
City and collected by FBO for parking on the public use
transient apron or on any other property of City, not
leased out on an exclusive basis, shall be paid to the
City subject to the terms of any agreements for the
collection of those fees.
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4 . Time of Payment
Fuel flowage fees and the payments on aircraft parking
fees shall be due on the tenth day of the month
succeeding that in which the aircraft fuels were
supplied by FBO and/or parking -fees collected, and
shall be delinquent if unpaid before the fifteenth day
of each month.
G. RECORDS OF FBO
The FBO shall keep true and accurate records and books
which shall show all fuel deliveries made to FBO at
said Airport and all parking fees collected. FBO's
fuel supplier shall furnish monthly delivery reports to
the Director of Airport Systems upon request .
With the payment of the fuel flowage fees and the
aircraft parking fees as set forth in Paragraph F. 2 and
F.3 above, FBO 'shall submit to City detailed statements
of such parking fees collected and of all fuel sales
for the preceding calendar month. These statements
shall be in a form and show such reasonable detail and
breakdown as may- be required by City.
H. AUDIT
Within thirty days after the end of each of City's
fiscal years, FBO shall submit to City detailed
statement of total gallons of fuel delivered into the
Tank Farm and total parking fees collected. Such
statement shall be prepared by independent Certified
Public Accountant . and any adjustment due on payments
made during the previous year shall be accomplished at
that time.
In addition, City shall have the right at any time
during the term of its agreement with FBO to authorize
an audit of FBO's records pertaining to its FBO
operation on the Airport . Such audits shall be
undertaken by an independent Certified Public
Accountants, satisfactory to City. The cost of such
audit shall be borne by' City.
I. CANCELLATION
1. Cancellation by FBO,
FBO Permits shall be.subject to cancellation by FBO
after the happening of one or more of the following
events:
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a. The permanent abandonment of the Airport .
b. The lawful assumption by the United States
Government, or any authorized agency thereof, of
the operation, control or use -of the Airport , or
any substantial part or parts thereof, in such a
manner as substantially to restrict FBO for a
period of at least ninety days from operating
thereon.
C. Issuance by any court of competent
jurisdiction of any injunction in any way
preventing or restraining the use of the Airport,
and the remaining in force of such injunction for
a period. of at least ninety days.
d. The default by City in the performance of �
any covenants or agreement required to be
performed by City and the failure of City to
remedy such default for a period of sixty days
after receipt from FBO of written notice to remedy
the same.
FBO may exercise such right of termination by written
notice to City at any time after the elapse of the
applicable periods of time and the permit. shall
terminate as of that date. Rentals due shall be
payable only to the date of said termination.
Upon cancellation, FBO must submit an independent,
certified engineering report indicating all facilities
are in compliance with all Federal , State and local
regulations.
2.. Cancellation by City
FBO Permits shall be subject to cancellation by City in
the event of any of the following acts or omissions by
FBO:
a. Be in arrears in payment of the whole or any part
of the amounts agreed upon for a period of ten days
after the time such payments become due,
b. Make a general assignment for . the benefit of
creditors;
c. File a voluntary petition of bankruptcy;
d. Abandon the demised premises;
e. Discontinue required service to the public;
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f Fail to replace any improvements which have
been destroyed by fire, explosion, etc. within six
months from the date of such destruction;
9. Default .in the performance of any of the
covenants and conditions required herein (except .
rental payments) to be kept and performed by FBO,
and such default continues for a period of thirty
days after receipt of a written notice from City
of said default; or
h. Fall below or be in. non-compliance with any
Federal , State or local laws governing the
occupancy of associated facilities such as
hangars , offices, etc.
In any of the aforesaid events, City may take
immediate possession of the demised premises and remove
FBO's effects, forcibly, it necessary, without being
deemed guilty of trespassing. Upon said entry, the
permit shall terminate.
Any fees due shall be payable to said date of
termination.
Failure of City to declare the permit terminated upon
the default of FBO for any of the reasons set forth
herein, shall not operate to bar or destroy the right
of City to cancel the permit by reason of any
subsequent violation of the terms hereof.
J. ASSIGNMENT, TRANSFER OR SUBLETTING
The FBO shall not assign, sublet or transfer its FBO
Permit or any privileges herein contained without prior
written consent of City.
Lt is specifically stipulated and agreed that FBO will
not enter ' into any tie-in agreements with other
operators or sublet any of the rights herein whereby
other operators share in the privileges or the services
stipulated in this permit .
K. SUSPENSION OF PERMIT
During the time of war or national emergency, City
shall have the right to lease the landing area or any
part thereof to the United States Government for
military use. if any such lease is executed, any
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provisions of FBO's permit which are inconsistent with
the provisions of the " lease to the Government will be
suspended.
L. ATTORNEY'S FEES
In any action brought by City for the enforcement of
the 'obligations of FBO, City shall be entitled to
recover interest and reasonable attorney's fees.
M. TAXES
The FBO agrees to pay any taxes or assessments which
may be lawfully levied against FBO's occupancy *or use
of the demised premises or any improvements placed
thereon as a result of FBO's occupancy.
N. RELOCATION OF IMPROVEMENTS
In the event City requires any of the Tank Farm
premises for expansion or development of the Airport ,
City reserves the right, on six months notice, to
relocate or replace the improvements made by those
FBO's whose fuel tanks are located within the City's
designated fuel farm area in substantially similar form
at another generally comparable location on said
Airport.
The City shall have the right to one (1) year to
complete the relocation construction from the time FBO
is notified.
O. SUBORDINATION OF AGREEMENT
The FBO permit shall be subordinate to the provisions
of any existing or future agreement between City and
the United States relative to the operation or
maintenance of the Airport , the execution of which has
or may be required as a condition precedent to the
expenditure of Federal funds for the development of the
Airport.
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ARTICLE III. - FLIGHT TRAINING
Any .person, Airport Tenant , Airport Tenant Sublessee, Commercial
Tenant, or Commercial Tenant Sublessee desiring to engage in
flight training shall provide as a 'minimum the following:
A. Land. Sufficient area for the proposed operations
including automobile parking, training, aircraft tiedowns and/or
hangar space to accommodate leased or owned aircraft.
B. Buildings. Lease or construct, within 12 months,
adequate, and properly air-conditioned,' lighted and heated floor
space to provide classroom, briefing room, pilot lounge, rest
rooms, office space and public use telephone. The above mentioned
floor space shall be sufficient to accommodate the requirements
of its program.
C. Personnel . At least one (1) properly FAA certificated
flight/ground instructor to cover the type training offered.
D. Aircraft. At least one (1) owned/leased properly
certificated aircraft equipped for the type flight instruction to
be offered.. If leased, documentation authorizing the operator to
utilize said aircraft for flight instruction must be provided.
E. Hours of Operation. The hours of operation shall be a
minimum of eight .(8) hours daily, a minimum of five (5) days a
week.
F. Insurance Coverage for owned/Leased Aircraft.
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
Passenger Liability 100,000 each person
300,000 each occurrence
Student/Renter Pilot Coverage
Comprehensive Public Liability/P'roRerty 'Damage
Bodily Injury &
Property Damage 600,000 CSL
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ARTICLE IV AIR TAXI SERVICE
Any persons, Airport Tenants, Airport Tenant Sublessees,
Commercial Tenants, Commercial Tenant Sublessees and FBOs
desiring to engage in air taxi service must hold an FAA Air Taxi-
Commercial Operator Certificate with ratings appropriate to the
functions to be accomplished, and provide as a minimum the
following:
A. Land. Sufficient area for the proposed operations including
automobile parking, aircraft tiedown and or hangar space to
accommodate leased or owned aircraft.
B. Buildings. Lease or construct, within 12 months, adequate,
and properly air- conditioned and lighted floor space for office,
public lounge, rest rooms and public use telephone. Building
should also accommodate satisfactory arrangements for the
checking in of passengers, handling of luggage, ticketing, ground
transportation, and other related activities.
C. Personnel . Properly FAA certificated pilot(s) rated to
conduct the air taxi services offered.
D. Aircraft. A minim'um of one (1) four place aircraft meeting
all the requirements of the Air Taxi/Commercial Operator
Certificate held. Aircraft shall be owned or leased by agreement
in writing and meet all the relevant requirements of Pait135 of
the FAA Regulations.
E. Hours of Operation. The hours " of operation shall be a
minimum of 8 hours daily, a minimum of 6 days a week. on call
service during non-operating hours shall be provided.
F. Insurance.
Aircraft Liability
Bodily injury & 600,000 CSL
Property Damage
Passenger Liability 600,000 each passenger
GENERAL LIABILITY
Bodily Injury
Property Damage 600,000 CSL
18
ARTICLE V SPECIALIZED COMMERCIAL FLIGHT SERVICES
Persons, Airport Tenants, Airport Tenant Lessees , Commercial
Tenants, Commercial Tenant Sublessee, and FBO's desiring to
engage in specialized commercial air activities, including but
not limited to, those listed below shall comply with the minimum
standards specified herein:
Banner towing and aerial advertising
Aerial photography or survey
Fire fighting/fire patrol
Powerline/pipeline patrol
Any other operation specifically excluded from Part 135
of the Federal Aviation Regulations.
A. Land. Sufficient aircraft ramp and/or hangar space to
accommodate leased/owned ,aircraft . Land area should be capable of.
,providing facilities for auto parking, paved hangar apron and
other area as needed to perform the operations contemplated.
B. Buildings. Lease or construct, within 12 months, adequate,
and properly heated, ' air-conditioned, and lighted floor space for
office and rest . rooms. If aircraft maintenance is to be
performed on site, a building space is required for shop and
storage space.
C. Personnel . - A minimum of one (1) properly certificated
Commercial Pilot with appropriate ratings for the aircraft to be
flown and operations to be conducted.
D. Aircraft. A minimum of one (1) properly certificated
aircraft (single/multi-engine) meeting the requirements for the
operations to be conducted. Aircraft owned or leased must meet
all airworthy requirements of the FARs.
E. Hours of Operations. The normal hours of operation shall be
at the operators discretion, but services should be reasonably
available to the public.
F. Insurance.
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
GENERAL LIABILITY
Bodily Injury
Property Damage 600,000 CSL
19
ARTICLE VI AERIAL APPLICATIONS
Persons, Airport Tenants, Airport Tenant Lessees, Commercial -
Tenants , Commercial Tenant Sublessees, and FBO's desiring ' to
engage in aerial application operations must, hold an Agricultural
Aircraft operator certificate issued by the FAA; comply with the
requirements of all Federal , State of Texas, and any local laws
and/or regulations applicable to aerial application operations .
A. Land. Sufficient paved aircraft parking apron and space for
the loading. and unloading of vehicles and equipment. An area must
be set aside specifically for the cleaning and servicing of
aircraft .
B. Facilities. A segregated chemical storage area protected
from public access. Wash down of agricultural spraying aircraft
and flushing of agricultural aircraft spray tanks will be
accomplished only in areas so designated and in accordance with
applicable EPA, State 'Water Commission, State Department of
Agriculture,. State Department of Health and other Federal , State,
and local rules and regulations.
Empty chemical containers will be disposed of off the airport in
accordance with applicable Federal and State laws. A centrally
drained, paved area for aircraft loading/unloading, servicing and
dumping, tank truck handling and for the mixing of compounds
shall contain an adequate area and meet all government
• requirements..
Adequate ground equipment for. the handling and loading of dusting
materials shall be provided.
C. Personnel . A minimum of one (1) properly FAA certificated
commercial pilot, properly rated for the aircraft to be used and
meeting the requirements of all appropriate FAA Regulations and
applicable State and local regulations.
D. Aircraft. A minimum of one (1) airworthy aircraft meeting
all the requirements of the appropriate FAA Regulations and
applicable State and local regulations. Leased aircraft shall be
by written agreement and based on the Lessee's premises.
E. Hours of Operation. Available or on call . 24 hours during
normal aerial application season.
20
F. Insurance.
Aircraft Liability
Bodily Injury &
j
Property Damage 600,000 CSL
General Liability
Bodily Injury &
Property Damage 600,000 CSL
Environmental Impairment
Liability (EIL) 1,000,000 each occurrence
Agricultural spraying operations will be conducted in accordance
with procedures approved by the City of Fort Worth and only from
the areas designated on the Airport(s) . Careless* handling of
chemicals Will result in appropriate legal action.
21
I
ARTICLE VII - AIRCRAFT SALES
Persons, Airport Tenants , Airport Tenant Lessees, Commercial
Tenants, Commercial Tenant Sublessees, and FBO°s desiring to
engage in the business of the sale' of new or used aircraft must
lease and/or provide as a minimum the following:.
A. Land. Sufficient land area to adequately store, display and
service aircraft.
B. Buildings. Lease or construct, within 12 months, a minimum
of 2,000 square feet of properly lighted, air-conditioned and
heated space for office, public lounge, rest rooms and public use
telephones .
C. Personnel . . A minimum of One (1) current properly
certificated FAA Commercial Pilot with rating appropriate for the
types of aircraft to be demonstrated and to conduct the
operations contemplated.
D. Dealerships. New aircraft dealers shall hold an authorized
factory or subdealership. All aircraft dealers shall hold a
dealership license or permit, if required by state or local
regulations.
E. Used Aircraft. A Lessee engaged in the sale of used aircraft
must conform to the provisions of FAR Part 47, Subpart C, and
must possess a valid "Dealers Aircraft Registration Certificate",
FAA Form 8050.
F. Aircraft. A dealer of new aircraft shall have available or
on call one (1) current model demonstrator.
G. Services . Provide for adequate parts and servicing of
aircraft and accessories during warranty periods for new
aircraft.
H. Hours of Operation: The normal operating hours shall be at
the operators discretion, but should services should be
reasonably available to the public.
I . Insurance.
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
Passenger Liability 600,000 each passenger
I
22
I
i
General Liability
Bodily Injury &
Property Damage 600,000 CSL
I
The above coverage shall include aircraft held for sale and
demonstration by the Lessee but owned by others.
Products & Completed
Operations Liability- 3,000,000 each occurrence
Hangar Keepers Liability 500 ,000 each aircraft
1 ,000,000 each occurrence
J. Sales Tax Permit. Each lessee shall hold and conspicuously
display a current Sales Tax Permit issued by the State of Texas.
23
ARTICLE VIII AIRCRAFT RENTAL
Any person, Airport Tenant, Airport Tenant Lessee, Commercial
Airport Tenant, Commercial Tenant Sub-Lessee, or FBO desiring to
engage in the rental of aircraft to the public must provide as a
minimum the following:
A. LAND. Sufficient land for the parking and storage of as many
aircraft as are available for rent.
B. BUILDINGS. Lease or construct, within 12 months, a building
which will provide adequate and properly air-conditioned, "heated
and lighted space for office, public lounge, rest rooms and
public use telephones. If . aircraft maintenance is to be
performed on site, additional adequate area will be required for
shop and storage space.
C. PERSONNEL. One- person having a current commercial pilot
certificate with appropriate ratings for the type of aircraft and
training to be offered. if aircraft maintenance is to be
performed -on site, proper certification is required for shops and
personnel .
D. AIRCRAFT. At least one airworthy aircraft owned or leased in
writing to the lessee, which shall be certified for flight under
instrument conditions.
E. HOURS OF OPERATION. Hours of operation will be a minimum of
6 days per week, 8 hours per day.
F. INSURANCE COVERAGE FOR OWNED OR LEASED AIRCRAFT
Aircraft Liability
Bodily Injury &
Property Damage 600,000 CSL
Student and Renter Pilot Coverage
General Liability
Bodily Injury &
Property Damage 600,000 CSL
68
ADJUSTMENT OF RATES AND CHARGES
Rates and Charges imposed at the City's airports by the Fort Worth City Council
maybe adjusted by the Council at its discretion and are also subject to an annual
adjustment based upon the percentage change in the Consumer Price Index(CPI)
for the Dallas/Fort Worth Metropolitan Area as announced by the United States
Department of Labor during any preceding twelve (12) month period.
* LATE FEES
Monthly rents, including monthly installments on annual rents, are subject to a
late charge at the rate of ten (10) percent of the monthly rental rate for each
month or portion of the month that any monthly installment is past due, and a
separate computation and payment of such late charge shall be made on the
outstanding balance that is past due, so that if two monthly installments are past
due, the late charges shall accrue on the outstanding balance and so on.
* LEASE EXPIRATI®N PENALTY
Any tenant lease agreement that expires prior to the execution of a renewal lease,
option, first right of refusal, or other agreement for the continued occupancy of
the leased premises shall be subject to a Lease Expiration Penalty. Any tenant
agreement that expires will automatically revert to a month-by-month occupancy
status and said tenant will be required to pay in addition to the standard base
rental rate, a premium equal to ten percent(10°x)of the standard base rental rate
until such time as either a permanent lease is executed or the tenant vacates the
premises because of failure to negotiate and execute a;new lease agreement. The
Lease Expiration Penalty shall apply when the expiration of the lease results from
the tenant's failure to execute the new lease, where the tenant had at least 30
days to execute the new lease prior to the expiration of the existing lease.
T WORTH CITY CODE
13-271
FOR
I
ARTICLE VII.FORT WORTH
ALLIANCE AIRPORT ACCESS
Sec. 3-280. Short title.
This article shall be known and may be cited as
the"Fort Worth Alliance Airport Access Chdinance."
(Ord.No. 10113, $ 1,5-17-88)
Sec. 3.281. Definitions.
The following terms as used in this article shall
have the following meanings:
Access area means that portion of an off-airport
parcel that is designated by the off-airport user of
that parcel as the only area of such parcel in
which aircraft may be maneuvered,stored,repaired,
operated or otherwise permitted, except for air.
craft in the process of original manufacture,which
will be permitted on any part of such parcel until
the original manufacturing process for such air•
craft has been completed. The access area shall
not include any part of an access taxiway.
Access taxiway means an aircraft taxiway lo-
cated on property other than the airport that con-
nects into a taxiway on the airport and that is
constructed for the purpose-of allowing aircraft to
taxi between the airport and off-airport parcels.
Affiliate means a, person or entity owning a
majority interest in or majority owned by an owner
or user of an off-airport parcel or a family mem.
ber of an owner or user of an off-airport parcel.
Airport means the area of land known as the
Fort Worth Alliance Airport which is now or here-
after designated and set aside for the landing and
taking off of aircraft and for accessory uses thereto
and used or to be used in the interest of the public
for such purpose.
City means the City of Fort Worth,Texas.
FAA means the Federal Aviation Administration.
Off-airport parcel means any tract of land not
located on the airport that abuts or will abut an
240
3-283
AIRPORTS AND AIRCRAFT
ess taxiway as such may exist from time to the access area to inspect or perform other regu-
acc latory requirements. All safety and operational
time. rules and regulations (hereinafter "regulations")
Off-airport user means an owner or user(or its
applicable to the airport shall be applicable to
affiliate of an off-airport parcel who desires to access areas. No rules or regulations of the city
operate aircraft directly between its off-airport shall affect the access right, other than this arti-
parcel and the airport. cle and the regulations.
- Other terms used
in the article are defined else- (b) An off airport user may construct access taxi-
where herein. ways to connect its parcel with airport taxiways.
(Ord. No. 10113, $ 1,5-17-88) The number, exact location and configuration of
the access taxiways will be determined from time
Sec. 3-282. Access right. to time by the off-airport users, subject to
hove
rt is granted to off-airport approval of the city and the FAA;provided,
(a) Access to the airpo
users, subject to the terms and conditions of imam flexibility as to thesnulmber, location d
e off-airport users article and of the access permit granted alibi of the access taxiways subject only
off-airport user, as provided in section 3-284 of to configuration
limitations sir
this article,(the"access right').The access granted �. limitations imposed by reason of operational
shall be for the purpose of allowing the off-airport safety and efficiency considerations as determined
user to conduct aviation related activities its off- available for use by off-airport users on off-airport
aircraft operations on the access area o such taxiways, it
airport parcel, so that it will have unobstructed unwa s f being the intent abutting of the ity to maximize the num-
access to airport taxiways leading to runways, e of
the purpose of maneuvering,taking off,and land- ber of off-airport users that can akee advantag
anted for bud.
gtaxi-
ing of aircraft.The access right granted is irrevo- the access right. �� �`d specifications
cable and shall 6 c force and effect so long as ways shall be approved by city prior to construe-
the airport is used for airport purposes. lion,and taxiways shall be designed and constructed
to meet the same standards of taxiway construe.
(b) The city shall execute•a written grant, in tion as those for airport taxiways.Off airport ors
'
the form of the attached Exhibit"A," granting shall plat access taxiways according to state stst-
and establishing this access right as a property sites and city procedures for platting; provided,
right appurtenant to off-airport parcels(the "ac- however, that simultaneous platting of the prop-
cess grant").The city manager is authorized and erty adjacent to such taxiways shall not be required.
directed to execute and record in the deed records letion of construction,inspection
Of Tarrant and Denton Counties,Texas,an access (c) �vacel by city,the access taxiways shall be
grant covering off-airport parcels, when requested and app maintained
to do so by the owner or user of the parcel. dedicated li city shall maintaian the access taxiways
(Ord.No. 10113,11.5-17-88) and related lighting in accordance with commer
3.283. Off�airi� parcel uses;access area; cial aviation standards for maintenance of public
See.
taxiways, following the same procedure that is
access taxiways;prohibited uses.
applicable to the maintenance of public streets.
(a) Each off-airport parcel may contain an ac- The cost of such maintenance will be part of the
cess area,as defined in section 3-281 of this anti- regular operating costs of the city and be paid
cle.The access area shall be separated from the from the general city funds and not from funds
remainder of the off-airport parcel by a wall,fence dedicated to the airport.
or other physical barrier. The city or any other
regulatory authority responsible for operation and (d) Fixed-based operators("FBO's")will be op-
safety of the airport shall.bave the right to enter the eeneral public FBO seNrvices�will operate on
•Editor's note—Exhibit"A"to Ordinance No.10113,crane g rt reel.Services offered by FBO's to
of Access Right,is not included herein but is kept on file and an off airpo u lie are
maintenance and repair of
available for inspection at the office of the city clerk. the general p
Supp.No.6
241
e . '
FORT WORTH CITY CODE
aircraft;aircraft storage;inspection and licensing complies with the provision of this article and the
Of aircraft; sale of miscellaneous aircraft parts, regulations. The fee shall be adjusted appropri.
equipment and accessories; flight training for small ately due to any change in any access area.
general aviation aircraft; and sale of fuel. Not-
(d) Revocation; reinstatement The aviation di-
withstanding the above;an off-airport user is not rector may revoke the access permit of any off-
precluded from conducting aviation uses on an airport user who either(1)fails to pay its applica-
off-airport parcel which(1)support the off airport ble fee or otherwise to comply with any provision
user's own aircraft (i.e., storage corporate flight of this article or the regulations, with such fail.
department,maintenance and self-fueling), or(2) ure not being corrected within twenty (20) days
are associated with an off-airport user's aviation after written notice thereof is given by the avia-
related business of manufacturing of or perform• tion director to such user,or(2)fails to pay prior
ing major repairs and modifications on aircraft or to delinquency, the lawfully assessed and levied
aircraft parts and and components. Except as city ad valorem texas on its off-airport parcel.
specifically referenced above, an off airport parcel revoked shall be
sub'ect to a h Any access permit that has been
may be used for any lawful purpose, ) pp - reinstated upon payment of such fee, the correc-
table zoning regulations. tion of any such noncompliance or the payment of
(Ord.No. 10113, $ 1,5-17.88) such taxes plus all penalties and interest, as
Sec. 3-284. Access permit. applicable.
(a) Application; of permit Any off airport (e) Prohibition against unpermifled access; pen-
user who desires access to the airport from an alty. It shall be unlawful for any person to utilize
off-airport parcel shall apply to the city's aviation an access right unless such person holds a valid
director for an access permit.The off-airport user access permit. Violation of this provision shall
shall deliver to the aviation director a survey plat constitute a misdemeanor and be punishable as
of the access area,including a computation of the Provided in secton 1-6 of this Cade.
size of the access area in square footage, on that (Ord.No. 10113, $ 1,5-17-88)
user's off-airport parcel. The aviation director
tl shall ins such access area. s permit fee; time for pay-
promp y inspect Sec. 3-285. Acces p e
i
(b) Conditions for granting access permit gram pay-
ment; amount of fee; abatement
ect If the survey plat and access area comply with of fee;use of fees by city.
terms and conditions of this article and the regu- (a) At the time of issuance of an access permit j
latians,the aviation director shall issue an access pursuant to section 3-284, off-airport users shall
permit. The granting of the access permit shall be charged a permit fee(the 'Yee'). No other fee
entitle the holder to commence using the access shall be charged for use of the access right.
right granted in section 3-282. The permit shall
continue for an indefinite period,unless surrend- (b) The fee shall be payable beginning on the
ered by the holder or revoked by the aviation effective date of such user's access permit and
director. thereafter for so long as such access permit re-
mains effective. The fee shall be charged on a
(c) Contents of permit; amendment of permit calendar year basis and shall be prorated for any
The access permit shall specify the size of the partial year during which such user's access permit
access area and the initial fee to be charged pur- is effective. The fee due by such user shall be
suant to section 3-285 of this division.An off-airport billed by the city by no later than November 1 of
user shall have the right to change the access the year for which such fee is due, and shall be
area on its off-airport parcel from time to time due and payable by no later than December 1 of
provided that such user notifies the aviation di- that-year.
rector of such change,and provides a new survey ear durin which
of the revised access area, and applies for an ac- (e) 6) The annual fee in any Y g
cess permit for such revised access area, which such users access permit is effective shall
permit shall be issued if such revised access area be the greater of either (1) an amount
Supp.No.S
242
AIRPORTS AND AIRCRAFT 13-285 -
'n the total (g) All revenues generated from the airport,
equal to the product of multiplying
square footage of that off airport user's ac- including, but not limited to, the fees from off-
cess area by the per square foot access rate the c ,users neral fund l to the c ty airport perat-
in effect for that year(the access rate"),or Y
(2)the minimum fee(as hereinafter defined) fees,shall first be used by the ci ,
city toope ate and
in effect for that year. maintain the airport as a high quality,first class
i
The access rate effective until the end of airport. Any excess funds may be used fcr opera
the first full calendar year following the tions at other city-owned airports.
opening of the airport shall be $0.165 per (Ord.No. 10113, § 1,5-17-88)
square foot. The minimum annual fee ef-
fective until the end of the-first full calen-
dar year following the opening of the air-
port shall be twenty-four thousand seven
hundred fifty dollars($24,750.00)(the"min-
imum fee").
Thereafter,the access rate shall be adjusted
each year by a percentage amount not to
Con-
sumer the Index f gchange allas(Fort Worth
sumer Puce I
Metropolitan Area—All Items as announced
by the U.S.Department of Labor(the"CPr7
from one year to the next. The minimum
fee shall be adjusted each year thereafter
by a percentage amount not to exceed the
percentage change in the'CPI from one year
to the next.
(d) Notwithstanding the above,the fee will not
be charged in any year in which d andyorem taxes assessed against Parcel(on
improve-
ments on such user's entire P
which its access area is located) is greater than
twice the amount of the minimum fee in effect for
that year.
(e) In any year in which the fee is not charged -
as provided above the city shall transfer from the
city's general fund to the city's airport operating
fund an amount equal to the lesser of(1)the fee
that otherwise would have been charged to such
user in that year, or (2) fifty (50) Percent of the
city ad valorem taxes assessed for that year on
the land and improvements on such user's entire
official airport parcel.
(f) In addition to the fee, an off-airpo will
conducting self-fueling on its off-airport parcel
pay the uniform fuel flowage fee established from
time to time for any fueling operations on the
airport.
Supp.No.8
243
EXHIBIT "C"
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (the "Pledge Agreement") , entered
into as of by and among
Alliance Air Services, . Inc. ( "Lessee" ) , the City of Fort
Worth, Texas, a municipal corporation of Tarrant and Denton
Counties, Texas ( "Fort Worth") and NationsBank of Texas,
N.A. , a national banking association ( "NationsBank") .
W I T N E S S E T H:
WHEREAS, Lessee and Fort Worth have entered into that
certain Lease Agreement dated December 1993, (the
"Lease") ; and
WHEREAS, the Lease provides that Lessee shall submit to
Fort Worth security acceptable to the City (the "Intended
Security") for the purpose of guaranteeing satisfactory
completion by Lessee of the Improvements (defined below) to
be constructed in accordance with the Lease (the "Secured
Obligations") ; and
WHEREAS, Lessee and Fort Worth desire and agree that
Lessee be allowed to pledge Securities (as defined below)
to Fort Worth, to be held by NationsBank as escrow agent, in
lieu of and in complete satisfaction of the obligation to
submit the Intended Security to secure the performance of
the Secured Obligations;
NOW THEREFORE, for and in consideration of the
premises, ten dollars ($10. 00) and other good and valuable
consideration, the receipt, sufficiency, and adequacy of
which are hereby acknowledged and confessed, the parties
hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
For the purposes of this Pledge Agreement, unless the
context otherwise clearly requires, the following terms
shall have the following meanings:
"Initial Security" shall mean the Securities identified
on Exhibit "All attached hereto having an aggregate Market
Value of not less than $ f which sum represents 100
percent of the estimated cost of constructing the following
improvements (the "Improvements") :
(DESCRIPTION OF IMPROVEMENTS)
"Lien" shall mean any lien, security interest, charge,
tax lien, pledge, encumbrance, conditional sales or
other title retention arrangement or any other interest
in property designed to secure the repayment of
indebtedness or the satisfaction of any other
obligation.
"Market Value" shall mean the price, as of any date,
obtained on such date from a generally recognized
source agreed to by the parties or the most recent
closing bid quotation obtained from such a source,
excluding accrued interest. The parties agree in
advance to any source acceptable to NationsBank that is
a nationally recognized exchange.
"Securities" shall mean (a) securities that are direct
obligations of the United States having a maturity of
not more than twenty (20) years and (b) municipal bonds
having a maturity of not more than twenty (20) years
which are approved by Fort Worth and which are rated
"AAA" by Moody' s or by Standard & Poorls.
SECTION 2 . PLEDGE.
As security for the full and punctual performance of
the Secured Obligations, Lessee hereby pledges,
hypothecates, assigns, transfers, and sets over to Fort
Worth, and hereby grants to Fort Worth a security interest
in, the Initial Security and all rights and privileges
pertaining thereto with the exception of the interest income
to be derived therefrom, which interest income shall remain
the property of Lessee and shall be distributed by
NationsBank in accordance with Lessee' s periodic
instructions (all such Initial Security, substitutions
therefor as permitted hereunder, and other property and
rights described are collectively called the "Pledged
Collateral") ; TO HAVE AND TO HOLD the Pledged Collateral,
together with all rights, titles, interests, privileges, and
preferences appertaining to or incidental thereto, unto Fort
Worth subject, however,
to the terms covenants, and
conditions hereinafter set forth. The security interest
granted and the assignments made hereunder are made as
security only and shall not subject Fort Worth or
NationsBank to, or transfer or in any way affect or modify,
any obligation of Lessee with respect to any of the Pledged
Collateral or any transaction involving or giving rise
thereto.
SECTION 3. PHYSICAL POSSESSION OF PLEDGED COLLATERAL
Concurrently with the execution of this Pledge
Agreement, Lessee shall have delivered to and deposited with
NationsBank the certificates or instruments representing or
evidencing the Pledged Collateral. The parties acknowledge
and agree that NationsBank shall be required to segregate
the Pledged Collateral from other securities held in trust
by NationsBank for Lessee in accordance with the normal
practices of NationsBank. NationsBank shall return all
certificates or instruments representing or evidencing the
Pledged Collateral remaining in its possession to Lessee (or
take such other action as Lessee may request or direct)
immediately after receipt of written notice from Fort Worth
that the Secured Obligations have been fully performed.
During such time as NationsBank has possession of the
Pledged Collateral, NationsBank shall furnish to the City
(when requested by the City) written acknowledgments signed
by a trust officer listing the Pledged Collateral by name of
security, type of security, maturity date, interest rate,
and CUSIP number and acknowledging that such collateral has
been pledged to the City pursuant to this Pledge Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
Lessee does hereby represent and warrant to Fort Worth
and NationsBank that:
(a) The Pledged Collateral is free and clear of all
Liens except those created by this Pledge .Agreement;
(b) Lessee (i) is the owner of the Pledged Collateral
or (ii) has obtained the consent of the owner of the
Pledged Collateral to use the Pledged Collateral in the
manner contemplated in this Pledge Agreement;
(c) Lessee has lawful authority to pledge the Pledged
Collateral in the manner hereby contemplated;
(d) no consent or approval of any governmental body or
regulatory authority is necessary to the validity of
the rights created hereunder;
(e) the execution, delivery and consummation of this
Pledge Agreement will not violate any law, regulation,
mortgage, indenture, contract, instrument, judgment or
decree applicable to or binding on Lessee; and
(f) this Pledge Agreement has been duly authorized,
executed and delivered by Lessee and constitutes a
legal, valid, and binding obligation of Lessee
enforceable in accordance with its terms except as
enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, or other similar laws affecting
creditors, rights generally and except as
enforceability may be limited by general principles of
equity.
The delivery at any time by Lessee to NationsBank for the
benefit of Fort Worth of instruments, cash or other items
evidencing the Pledged Collateral shall constitute a
representation and warranty by Lessee that, with respect to
such Pledged Collateral, the matters heretofore warranted in
clauses (a) through (f) immediately above are true and
correct on, and as if they were made upon, the date of such
delivery.
SECTION 5. COVENANTS
(a) Affirmative Covenants. So long as any of the
Secured Obligations remain unperformed, Lessee
covenants and agrees that Lessee will:
(i) from time to time execute and deliver to Fort
Worth all such assignments, certificates,
supplemental writings, and other items and do all
other acts or things as Fort Worth may reasonably
request in order to evidence and perfect the
security interest of Fort Worth in the Pledged
Collateral;
(ii) furnish Fort Worth with information which
Fort Worth may reasonably request concerning the
Pledged Collateral; and
(iii) notify Fort Worth of any claim, action, or
proceeding affecting title to the
Pledged
Collateral or Fort Worth's security interest
therein.
(b) Negative Covenants. So long as any of the Secured
Obligations remain unperformed, Lessee covenants and
agrees that Lessee will not:
(i) sell, assign or transfer any rights of Lessee
in the Pledged Collateral; or
(ii) create any Lien in the Pledged Collateral, or
any part thereof, or permit the same to be or
become subject to any Lien except the security
interest herein created in favor of Fort Worth.
SECTION 6. VOTING RIGHTS: DIVIDENDS, ETC. , PRIOR TO
DEFAULT.
So long as no Default exists, Lessee shall be entitled
to receive, retain, and expend any interest income payable
with respect to the Pledged Collateral and any and all other
distributions made on or with respect to the Pledged
Collateral. If a Default shall have occurred and be
continuing, any interest income payable on the Pledged
Collateral, and any and all other distributions made on or
with respect to the Pledged Collateral, shall be and become
part of the Pledged Collateral and shall be held in trust
for the benefit of Fort Worth. Fort Worth shall have the
right, during the continuance of any Default, to direct
NationsBank to notify and direct, and NationsBank shall have
the right to notify and direct, the issuer of the Pledged
Collateral to make all payments and distributions directly
to NationsBank for the benefit of Fort Worth. The issuer of
the Pledged Collateral making any such payments or
distributions shall be fully protected in relying on the
written notice from NationsBank.
SECTION 7 . EVENTS OF DEFAULT.
Lessee shall be in default under this Pledge Agreement
only upon the happening of any the following events (a
"Default.") :
(a) default in the timely performance of the Secured
Obligations after written notice thereof has been given
to Lessee and NationsBank and such default is not cured
within the time periods provided in the Lease;
(b) any warranty or representation made to Fort Worth
by Lessee in connection with this Pledge Agreement
proves to have been false in any material respect when
made; or
(c) default in delivery of the Additional Securities
as provided in Section 13 hereof.
SECTION 8. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default, Fort
Worth shall have the right to direct NationsBank to
sell or otherwise dispose of all or any part of the
Pledged Collateral in accordance with normal banking
procedures. NationsBank is hereby authorized to sell
or otherwise dispose of the Pledged Collateral
immediately upon the receipt of a written statement
purporting to be executed by an authorized
representative of Fort Worth stating that:
(i) a Default by Lessee has occurred under the
Lease with respect to construction of the
Improvements; and
III
(ii) written notice of such Default has been given
by Fort Worth to Lessee and NationsBank and such
Default was not cured within the time periods
provided in the Lease; and
(iii) Fort Worth is entitled to have the Pledged
Collateral sold or disposed of in accordance with
the Pledge Agreement.
In the event of sale, NationsBank shall not be liable
for any fluctuation in Market Value of the * Pledged
Collateral, and any such sale or other disposition may
be as a unit or in parcels (it being agreed that the
sale of any part of the Pledged Collateral shall not
exhaust the power of sale granted hereunder, but sales
may be made from time to time until all of the Pledged
Collateral has been sold or until the Secured
Obligations have been fully performed) .
Fort Worth
shall be liable for, and shall return to Lessee, the
amount, if any, by which the sales proceeds exceed the
amount necessary to complete performance of the Secured
Obligations.
(b) Sale of Pledged Collateral. Upon the consummation
of any sale, NationsBank shall have the right to
deliver, assign, and transfer to the purchaser the
Pledged Collateral sold. Each purchaser at any such
sale shall hold the property sold free from any claim
or right of whatsoever kind, and Lessee hereby waives
(to the extent permitted by law) all rights of
redemption, stay, and/or appraisal.
(c) Notices. Any notice required or permitted to be
given to Lessee or Fort Worth shall be given in writing
and shall be personally delivered or mailed by prepaid
certified or registered mail to such party at the
address set forth below. Any notice required or
permitted to be given to NationsBank shall be given in
writing and shall be effective when actually received.
Alliance Air Services, Inc.
ATTN: President
2250 Alliance Boulevard
Ft. Worth, Texas 76177
City of Fort Worth
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
NationsBank of Texas, N.A.
Attn: Ray Colvin, Trust Department
P. 0. Box 830241
Dallas, Texas 75283-0241
Any such notice shall be deemed to have been given
(whether actually received or not) on the day
personally delivered as aforesaid or, if mailed, on the
day it is mailed as aforesaid. Any party may change
its address for notice by giving all other parties
hereto notice of such change in the manner set forth in
this Section 8 (c) not later than 10 days before the
effective date of such new address.
SECTION 9. CERTAIN OTHER RIGHTS AND DUTIES OF FORT WORTH
AND NATIONSBANK.
(a) Responsibility for Pledged Collateral. Fort Worth
and NationsBank shall not have a duty to fix or
preserve rights against parties who may have had a
prior interest in the Pledged Collateral or to collect
any amount payable with respect to the Pledged
Collateral, but shall be liable only to the account of
Lessee for what Fort Worth and NationsBank may actually
collect or receive thereon.
(b) Nondisclosure. In so far as permitted by Art.
6252-17, Texas Revised Civil Statutes, Fort Worth shall
not discuss or disclose the Pledged Collateral with any
persons who are not employed by Fort Worth, and then
only to the extent such discussion or disclosure is
absolutely required.
SECTION 10. NONEXCLUSIVE RIGHTS AND REMEDIES.
If the Lessee fails to timely perform the Secured
Obligations, Fort Worth is entitled to exercise its rights
as set forth in Section 8 hereof.
SECTION 11. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Pledge
Agreement, Lessee shall have the right (without the consent
of Fort Worth) , at any time and from time to time, to obtain
releases of all or any part of the Pledged Collateral
(hereinafter called the "Released Collateral") upon
satisfaction of the following conditions:
(a) Lessee shall provide Fort Worth and NationsBank
written notice (the "Substitution Notice") that Lessee
desires to obtain Released Collateral (as specified and
described in such notice) in exchange for a
contemporaneous substitution of different Securities
for collateral (as also specified and described in the
Substitution Notice) ; and
(b) Lessee shall pledge to Fort Worth, and deliver to
NationsBank for the benefit of Fort Worth, substituted
Securities (the "Substituted Collateral") the Market
Value of which Substituted Collateral together with the
Market value of the remaining non-released Pledged
Collateral -shall in the aggregate be at least equal to
1000 of the cost to construct the Improvements. All
Substituted Collateral shall be deemed to be Pledged
Collateral for purposes of this Pledge Agreement.
Upon satisfaction of the above-specified conditions,
NationsBank shall be authorized (without the consent of Fort
Worth) to return to Lessee any original certificates or
instruments In NationsBank's possession that represent or
evidence the Released Collateral or take such other action
with respect to the Released Collateral as Lessee may
request or direct. Lessee shall pay the expenses incurred
by NationsBank in connection with obtaining each such
release and substitution.
SECTION 12 . PERIODIC WITHDRAWAL OF COLLATERAL.
Notwithstanding any contrary provision in this Pledge
Agreement, Lessee shall have the right to monthly
withdrawals of the Pledged Collateral (hereinafter called
the "Withdrawn Collateral") , upon satisfaction of the
following conditions:
(a) Lessee shall provide Fort Worth and NationsBank
written notice (the "Withdrawal Notice") that Lessee
desires to obtain the Withdrawn Collateral; and
(b) the aggregate Market Value of the Pledged
Collateral after withdrawal of the Withdrawn Collateral
is at least equal to the estimated value of the Secured
Obligations then remaining to be performed (such
remaining value is hereinafter called the "Estimated
Cost to Complete") .
The Withdrawal Notice shall include a description of the
Withdrawn Collateral and Lessee' s calculation of the
Estimated Cost to Complete. Upon receipt of the Withdrawal
Notice, Fort Worth shall have ten (10) calendar days to
notify Lessee of Fort Worth's calculation of the Estimated
Cost to Complete. If Fort Worth fails to so notify Lessee,
then, Lessee's calculation shall be deemed to have been
accepted and approved by Fort Worth. If Fort Worth' s
calculation is less than, or not more than five percent (59.-)
higher than, Lessee's calculation, then Fort Worth' s
calculation shall be deemed to have been accepted and
approved by Lessee. If Fort Worth's calculation exceeds
Lessee' s calculation by more than five percent (5°s) , Fort
Worth and Lessee shall jointly approve a Estimated Cost to
Complete.
Within thirty days of ' receipt of Withdrawal Notice, Fort
Worth shall execute a release authorizing NationsBank to
return to Lessee any original certificates or instruments in
NationsBank' s possession that represent or evidence the
Withdrawn Collateral or take such other action with respect
to the Withdrawn Collateral as Lessee may request or direct.
Lessee shall pay the expenses incurred by NationsBank in
connection with obtaining each such release.
SECTION 13 . PERIODIC VALUATION OF PLEDGED COLLATERAL.
At any time and from time to time (but not more
frequently than once each month) Fort Worth, at Lessee' s
sole cost and expense, may request NationsBank to obtain or
provide the Market Value of the Pledged Collateral. Fort
Worth may cause Lessee to pledge additional Securities (the
"Additional Securities") as Pledged Collateral upon
satisfaction of the following conditions:
(a) Fort Worth shall provide Lessee and NationsBank a
written notice setting forth the Market Value of the
Pledged Collateral and requesting Lessee to pledge
Additional Securities having a specified Market Value;
and
(b) the aggregate Market Value of the Pledged
Collateral (including the Additional Securities) shall
be equal to (or, at Lessee' s option, greater than) the
last-determined Estimated Cost to Complete (or the
estimated cost to construct the Improvements if no
Estimated Cost to Complete has yet been determined
hereunder) .
.Lessee shall have five days from receipt of such notice to
pledge to Fort Worth, and deliver to NationsBank for the
benefit of Fort Worth, all certificates or instruments
representing or evidencing Additional Securities, the market
value of which Additional Securities shall be confirmed by
NationsBank within five (5) business days after receipt of
same.
SECTION 14. NON-ASSIGNABILITY OF FORT WORTH'S RIGHTS.
The rights, powers, and interest held by Fort Worth
hereunder in and to the Pledged Collateral may not be
transferred or assigned by Fort Worth in whole or in part.
Any attempted transfer or assignment shall be absolutely
void and shall entitle Lessee to a release of all Pledged
Collateral.
SECTION 15. NO WAIVER.
No waiver by Fort Worth of any Default shall be deemed
to be a waiver of any other subsequent Default. No delay or
omission by Fort Worth in exercising any right or power
hereunder shall impair any such right or power or be
construed as a waiver thereof, nor shall any single or
partial exercise of any such right or power preclude other
or further exercise thereof.
SECTION 16. BINDING EFFECT.
This Pledge Agreement shall be binding on the parties,
their successors and assigns. No provision of this Pledge
Agreement may be amended, waived, or modified except
pursuant to a written instrument executed by Fort Worth,
NationsBank, and Lessee.
SECTION 17 . CHOICE OF LAW.
This Pledge Agreement is to be construed and
interpreted in accordance with the laws of the State of
Texas.
SECTION 18. COUNTERPARTS.
This Pledge Agreement may be executed in any number of
multiple counterparts and by different parties on separate
counterparts, all of which when taken together shall
constitute one and the same agreement.
SECTION 19 . NATIONSBANK INDEMNITY.
Lessee hereby agrees to release, hold harmless, and
indemnify NationsBank (and its directors, officers,
employees, agents and representatives) from and against all
claims, damages, expenses, costs, suits, and other liability
of any kind whatsoever that arise out of or are directly or
indirectly related to the performance by NationsBank of its
duties hereunder except for the gross negligence or willful
misconduct of NationsBank or its directors, officers,
employees, agents, or representatives.
ALLIANCE AIR SERVICES, INC.
By:
Title:
Date:
CITY OF FORT WORTH, TEXAS
By:
Title:
Date:
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NATIONSBANK OF TEXAS, N.A.
By:
Title:
Date:
EXHIBIT A
United States Treasury Bills
CUSIP No.
Due
f
MCHIBIT D
Legal Description of Parcels No. 1, No. 2, and No. 4
PARCEL 1 j
COMMENCING AT THE POINT WHERE THE WESTERLY RIGHT-0F-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1, BLOCK 1,ALLIANCE AIRPORT;
i
THENCE WITH SAID WESTERLY RIGHT-OF-WAY LINE AS FOLLOWS.
S 09. 53' 13'E.65.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT.
73.85 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL.ANGLE OF
650 05'6W,WITH A RADIUS OF 65.00 FEET,AND A LONG CHORD WHICH BEARS
S 42' 26' 11'E,69.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
34.09 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT.THROUGH A CENTRAL ANGLE OF
65. 05'56',WITH A RADIUS OF 30.00 FEET AND A LONG CHORD WHICH BEARS
S 42' 26' 11'E,32.28 FEET;
S 09' S3' 13°E,290.83 FEET TO.-THE BEGINNING OF A CURVE TO THE RIGHT;
31.42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
90' 00'01',WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHIM BEARS
S 35' W 4T W, 28.28 FEET TO A POINT IN THE NO LY.RIGHT-OF WAY LINE OF
ALLIANCE BOULEVARD;
i
THENCE S 80. OS'47'W.14.00 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE ;
THENCE 173.37 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35' 43'51'.WITH A RADIUS OF 278.00 FEET AND A LONG
CHORD WHICH BEARS S 62' 14'Sr W. 170.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 80. 43'Sr.WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 84° 44'Sr W, 25.91 FEET TO A POINT IN THE NORTHERLY RIGHT-OF-WAY
LINE OF A RESTRICTED ACCESS RIGHT-OF--WAY;
THENCE N 54. 53'13'W,25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO.THE LEFT;
C&B NO. 89020583F
03/06/91
PAGE 1 OF 3
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45. 00'00',WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 7r 23' 13'W. 97.97 FEET;
THENCE S 80* 06' 4r W, 124.08 FEET WITH SAID NORTHERLY RIGHT-OF-WAY UNE;
THENCE S 09* 53' 130 E, 56.00 FEET WITH THE WEST LINE OF SAID RESTRICTED ACCESS RIGHT-OF-
WAY TO ITS SOUTHERLY RIGHT-OF-WAY LINE;
THENCE N 80* 06'4r E, 4.66 FEET TO THE POINT OF BEGINNING;
THENCE N 80.06'47'E,119.53 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TOTHE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 45' 00'00'.WITH A RADIUS OF MOO FEET AND A LONG.
CHORD WHICH BEARS S 77' 23' 13' E, 55.11 FEET;
THENCE S 540 63' 130 E.25.09 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 1190 31'41'.WITH A RADIUS OF 20M FEET AND A LONG
CHORD WHICH BEARS S W 52' 390 W, 34.56 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY
LINE OF ALLIANCE BOULEVARD,AND THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH THE WESTERLY RIGHT-OF-WAY LINE OF ALLIANCE BOULEVARD AS FOLLOWS:
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
440 OW Mr, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 42* 33'340 W, 15.04 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
305.26 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
60" 43'46', WITH A RADIUS OF 288.00 FEET AND A LONG CHORD WHICH BEARS
S 090 53' 13' E, 291.17 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
440 09' 50a.WITH A RADIUS OF 20.00 FEET, AND A LONG CHORD WHICH BEARS
S 62" 20'0220 E, 15.04 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT,
41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
1190 31' 430,WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 24* 39' W E, 34.56 FEET TO A POINT IN THE NORTHERLY RIGHT-OF-WAY LINE OF A
RESTRICTED ACCESS RIGHT-OF-WAY,
THENCE S 35.06'48m W,25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
C&B NO. 89020583F
03/06/91
PAGE 2 OF 3
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PARCEL 2
COMMENCING AT THE POINT WHERE THE WESTERLY RIGHT-OF-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1, BLOCK 1, ALLIANCE AIRPORT;
THENCE WITH SAID WESTERLY RIGHT-OF-WAY LINE AS FOLLOWS:
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S 090 53' 13' E, 65.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
73.85 FEET NTH THE ARC OF S AID CU RVE TO THE LEFT THR OUGH A C ENTRAL ANGLE OF
65' 05' 568, WITH A RADIUS OF 65.00 FEET, AND A LONG CHORD WHICH BEARS
S 42' 26' 11'E.69.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
r
34.09 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
65° 05' 5W, WITH A RADIUS OF 30.00 FEET AND A LONG CHORD WHICH BEARS
S 420 26' 11' E.32.28 FEET;
S 09' 63' 13' E. 290.83 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
31.42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
90' 00' 01", WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 35' 06' 47' W. 28.28 FEET TO A POINT IN THE NORTHERLY RIGHT-OF--WAY LINE OF
ALLIANCE BOULEVARD;
THENCE S 800 06'4r W,14.00 FEET WITH SAID NORTHERLY RIGHT-0F-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35. 43'510.WITH A RADIUS OF 278.00 FEET AND A LONG
CHORD WHICH BEARS S 620 14'S2'W. 170.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 80. 43'52'.WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 84' 44'S2'W. 25.91 FEET TO A POINT IN THE NORTHERLY RIGHT-OF-WAY
LINE OF A RESTRICTED ACCESS RIGHT-OF--WAY;
THENCE N 540 53' 130 W.25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-OF-
WAY LINE THROUGH A CENTRAL ANGLE OF 450 00'000.WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 77' 23' 13'W. 97.97 FEET;
THENCE S 80' 06' 4r W. 124.08 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE;
THENCE S 09' 63' 13'E, 56.00 FEET WITH THE WEST LINE OF SAID RESTRICTED ACCESS RIGHT-0F-
WAY TO ITS SOUTHERLY RIGHT-OF-WAY LINE;
THENCE N 80' 06' 47' E, 4.55 FEET;
C&B NO. 89020583F
03/06/91
PAGE 1 OF 3
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THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45° 00'000,WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S 57° 36'47°W, 55.11 FEET;
THENCE S 80. 06'4r W, 119.76 FEET WITH SAID NORTHERLY RIGHT-0F-WAY LINE:
THENCE N 094 51'300 W. 454.00 FEET TO THE POINT OF BEGINNING, CONTAINING 1.603 ACRES OR
69,834 SQUARE FEET OF LAND, MORE OR LESS.
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C&B NO. 890205MF
03/06/91
PAGE 3OF3
THENCE N 800 O6'4T E,119.53 FEET WITH SAID SOUTHERLY RIGHT.OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 45' 00'00'.WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S 770 23' 13' E, 55.11 FEET;
THENCE S 540 53'130 E.25.09 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-0F- j
WAY LINE.THROUGH A CENTRAL ANGLE OF 11W 31'41',WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEAMS S 04. 52' 39'W. 34.56 FEET TO A POINT IN THE WESTERLY RIGHT-OF--WAY
LINE OF ALLIANCE BOULEVARD,AND THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH THE WESTERLY RIGHT-OF-WAY LINE OF ALLIANCE BOULEVARD AS FOLLOWS:
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
440 09' 500,WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 420 33' 340 W, 15.04 FEET TO THE BEGINNING OF A CURVE TO THE LEFT,
305.26 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
600 43' 460,WITH A RADIUS OF 288.00 FEET AND A LONG CHORD WHICH BEARS
S 090 53' 13' E.291.17 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
440 09' S0'.WITH A RADIUS OF 20.00 FEET, AND A LONG CHORD WHICH BEARS
S 620 20'020 E. 15.04 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
1190 31' 430,WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 240 39' Or E. 34.56 FEET TO A POINT IN THE NORTHERLY RIGHT-OF WAY LINE OF A
RESTRICTED ACCESS RIGHT-OF-WAY;
THENCE S 35' 06'48'W.25.09 FEET WITH SAID NORTHERLY RIGHT-OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-OF-
WAY LINE THROUGH A CENTRAL ANGLE OF 45' 00'00',WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S Sr 36' 47'W. 55.11 FEET;
THENCE S 800 06' 4r W, 119.76 FEET WITH SAID NORTHERLY RIGHT-OF--WAY LINE;
THENCE S 09' 63' IT E,56.00 FEET WITH THE WEST LINE OF SAID RESTRICTED ACCESS RIGHT-OF-
WAY TO ITS SOUTHERLY RIGHT-OF--WAY LINE;
THENCE N 800 06' 4r E, 4.29 FEET TO THE POINT OF BEGINNING;
C&B NO. 89020583E
03/06/91
PAGE 2 OF 3
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THENCE N 80°06'4"r E,119.79 FEET WITH SAID SOUTHERLY RIGHT-OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 45° 00'000,WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 576 36' 4T E. 97.97 FEET;
THENCE N 35° 06'480 E,25.09 FEET WITH SAID SOUTHERLY RIGHT-OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 80° 43'51-,WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS N 750 28' 43' E. 25.91 FEET TO A POINT IN THE SOUTHERLY RIGHT-OF--WAY
LINE OF ALLIANCE BOULEVARD AND THE BEGINNING OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35' 43'51 0.WITH A RADIUS OF 288.00 FEET AND A LONG
CHORD WHICH BEARS S 82' 01' 18' E, 170.57 FEET;
THENCE N 80° 06'48!E. 14.00 FEET WITH SAID SOUTHERLY RIGHT-OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 31:42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-0F-
i
WAY LINE THROUGH A CENTRAL ANGLE OF 89®59'59'.WITH A RADIUS OF 20.00 FEET AND A LONG :
CHORD WHICH BEARS S 54® 53'130 E.28.28 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY LINE
OF JET STREAM WAY;
THENCE S 090 53' 13' E. 252.00 FEET WITH SAID WESTERLY RIGHT-OF-WAY LINE;
THENCE S 80® 06'47'W.450.28 FEET;
THENCE N 09' 51'300 W,267.00 FEET TO THE POINT OF BEGINNING, CONTAINING 2.921 ACRES OR
127,238 SQUARE FEET OF LAND, MORE OR LESS.
C&B NO. 890205WF
03/06/91
PAGE 3OF3
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PARCEL 4
COMMENCING AT THE POINT WHERE THE WESTERLY RIGHT-0F-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1, BLOCK 1.ALLIANCE AIRPORT;
THENCE S 15' W 46'E,518.22 FEET TO THE POINT WHERE THE WESTERLY RIGHT-0F-WAY LINE OF
JET STREAM WAY INTERSECTS THE SOUTHERLY RIGHT-0F-WAY LINE OF THE NORTHERLY LOOP OF
ALLIANCE BOULEVARD AND THE POINT OF BEGINNING;
THENCE S 09° 53' 13° E,98.71 FEET WITH SAID WESTERLY RIGHT-0F-WAY LINE;
THENCE S 80° 06'47°W.34.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
ti• 'I
THENCE 108.91 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL.ANGLE OF
4W 31' 208, WITH A RADIUS OF 126.00 FEET AND A LONG CHORD WHICH BEARS S SW 21' OT W,
105.55 FEET;
THENCE S 590 24' 33' E. 16.00 FEET TO THE BEGINNING OF A NON TANGENT CURVE TO THE LEFT;
THENCE.155.42 FEET WITH THE ARC OF SAID NON-TANGENT CURVE TO THE LEFT. THROUGH A
CENTRAL ANGLE OF 804 57'200.WITH A RADIUS OF 110.00 FEET AND A LONG CHORD WHICH BEARS
S 090 53' 130 E, 142.81 FEET;
THENCE S 3W 38'07 W, 16.00 FEET TO THE BEGINNING OF A NON TANGENT CURVE TO THE LEFT;
THENCE 108.91 FEET WITH THE ARC OF SAID NON TANGENT CURVE TO THE LEFT. THROUGH A
CENTRAL ANGLE OF 49® 31'200.WITH A RADIUS OF 126.00 FEET AND A LONG CHORD WHICH BEARS
S 75® OT 330 E, 105.55 FEET;
THENCE N 800 O6' 47° E, 34.00 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY LINE OF JET
STREAM WAY;
THENCE S 09° 53' 130 E, 98.71 FEET WITH SAID WESTERLY RIGHT-0F-WAY LINE TO A POINT IN THE
NORTHERLY RIGHT-OF--WAY LINE OF THE SOUTHERLY LOOP OF ALLIANCE BOULEVARD AND THE
BEGINNING OF A NON TANGENT CURVE TO THE RIGHT;
THENCE 27.34 FEET WITH THE ARC OF SAID NON TANGENT CURVE TO THE RIGHT AND SAID
NORTHERLY RIGHT-OF-WAY LINE,THROUGH A CENTRAL ANGLE OF 310 19'6W.WITH A RADIUS OF
50.00 FEET AND A LONG CHORD WHICH BEARS S 640 26' QV W. 27.00 FEET;
THENCE S 800 06'41r W.8.00 FEET WITH SAID NORTHERLY RIGHT-0F-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT',
THENCE 728.85 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID RIGHT-OF-WAY LINE,
THROUGH A CENTRAL ANGLE OF 1800 00'001,WITH A RADIUS OF 232.00 FEET AND A LONG CHORD
WHICH BEARS N OW WIT W,464.00 FEET TO THE SOUTHERLY RIGHT-OF--WAY LINE OF AFORESAID
NORTHERLY LOOP OF ALLIANCE BOULEVARD;
C&B NO. 89020583F
03/06/91
PAGE 1 OF 2
i
THENCE N 80° 06'47° E.8.00 FEET WITH SAID SOUTHERLY RIGHT-OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 27.34 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 310 19'W.WITH A RADIUS OF 50.00 FEET AND A LONG
CHORD WHICH BEARS S 84° 13' 15° E, 27.00 FEET TO THE POINT OF BEGINNING AND CONTAINING
1.592 ACRES OR 69,347 SQUARE FEET OF LAND, MORE OR LESS.
C&B NO. 890205MF
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PAGE 2 OF 2
the proposed schedule for negotiations (including a "target
date" for submission to the city council) and shall provide an*
estimate of the type, size, cost, and construction schedule
for any improvements being contemplated.
The City shall also give Lessee written notice (the "Refusal
Notice") of any proposed agreement to lease all or any portion
of the Refusal Property within three days after the city
manager ' s office is prepared to recommend approval of such
agreement (the "Recommended Ground Lease" ) to the city
council . The Refusal Notice shall include the Recommended
Ground Lease, together with copies of the city manager ' s
recommendation, the applicable "M&C" prepared for the city
council, and any other written materials or information in the
City' s possession or control that is reasonably necessary or
convenient to understanding the Recommended Ground Lease.
Lessee shall have a period of 30 days after receipt of the
Refusal Notice during which to notify the City that Lessee
desires to lease the Refusal Property covered by the
Recommended Ground Lease. If Lessee gives such notice, the
City and Lessee shall enter into a lease covering such Refusal
Property, which lease ( 1) shall be for a term of 30 years
beginning upon full execution thereof; (2) shall have an
initial ground rental rate per square foot equal to the then
existing rate being charged by the City for unimproved land at
Exhibit E — Page 2 of 6
EXHIBIT E
RIGHT OF FIRST REFUSAL/OPPORTUNITY
1 . LESSEE'S REFUSAL RIGHT
The City hereby grants to Lessee a right of first refusal (the
"Refusal Right") to lease all or any portion of the property
III
described on Exhibit E-1 (the "Refusal Property") . The
Refusal Property shall exclude property (which is part of the
property identified as Parcel No. 1 on Exhibit E-1) that is
currently being leased to Pinnacle Air Services, Inc . pursuant
to written leases from the City until expiration of such
leases; whereupon, such currently leased property shall become
part of the Refusal Property. Lessee may, from time to time,
terminate the Refusal Right with respect to all or any portion
of the Refusal Property upon giving written notice to. the
City. The Refusal Right shall continue until the earlier to
occur of (i) 30 years after the Agreement is fully executed or
( ii) termination of the Agreement upon an event of default by
Lessee (other than a termination pursuant to Section 19 . 1 . 1 of
the Agreement) .
The City shall give Lessee written notice within 10 days after
beginning negotiations with any party to lease all or any
portion of the Refusal Property, which notice shall describe
Exhibit E - Page 1 of 6
exercise of its Refusal Right . The Opportunity Right with
respect to each individual Constructed Improvement shall
continue until termination (upon an event of default) of the
lease pursuant to which such Constructed Improvement was
constructed (whether such lease is the Agreement, any separate
lease of any Platted Portion [as contemplated by Section 1 . 2
of the Agreement] , or any other lease of Refusal Property
P to the exercise by Lessee of its Refusal Right as
described in Paragraph 1 above) ; and if no such termination
for default occurs Constructed
until the last of such Con
Improvements ceases to exist .
Upon the expiration or termination (other than upon an event
of default by Lessee) of any lease between the City and
Lessee, the City and Lessee agree to begin (and thereafter use
their best efforts to complete) negotiations of a new lease of
any Constructed Improvements (or such portion thereof as
Lessee desires) covered by such expired or terminated lease.
If the City and Lessee are unable to negotiate such a new
lease, the City shall then be free to solicit offers from
third parties to lease such improvements .
The City shall give Lessee written notice within ten days
after 'beginning negotiations with any party to lease all or
any portion of any Constructed Improvements, which notice
Exhibit E — Page 4 of 6
Alliance Airport; (3) shall obligate the lessee thereunder to
construct FBO or other aeronautical facilities (the size and
scope of which shall be determined by said lessee based on
then-existing market demand) according to a schedule that will
result in the utilization of such Refusal Property within the
time frame reflected by the Recommended Ground Lease; and (4)
shall otherwise be in substantially the form of the Agreement,
to the extent applicable.
In the event Lessee fails to give notice of its intent to
lease the Refusal Property covered by the Recommended Ground
Lease within the above-described, 30-day period, the City
shall be free to enter into the Recommended Ground Lease;
provided, however, if any material term or provision of the
Recommended Ground Lease is changed before it is executed,
Lessee' s Refusal Right, as described above, will again apply
to the changed agreement .
2 . LESSEE'S OPPORTUNITY RIGHT
The City hereby grants to Lessee a right of first opportunity
(the "Opportunity Right" ) to lease all or a portion of any
improvements constructed by Lessee (the "Constructed
Improvements" ) on Parcel No . 3 pursuant to the Agreement or
constructed on any Refusal Property as a result of Lessee ' s
Exhibit E - Page 3 of 6
3 . CONSIDERATION
As consideration for the Refusal Right and the Opportunity
Right (for the full terms thereof as described above) , Lessee
shall pay to the City annually in advance (beginning when the
Agreement is fully executed and upon each subsequent
anniversary thereof for so long as any Refusal Property
continues to exist) a sum equal to the product of (i) $0 . 05
multiplied times (ii) the number of gross square feet
contained within the Refusal Property on the applicable
anniversary date. In the event Lessee fails to make any
annual payment when due, the City shall give written notice
thereof to Lessee . If Lessee has not made the payment within
15 days after such notice, the City may terminate the Refusal
Right, the Opportunity Right, or both.
Exhibit E Page 6 of 6
shall describe the proposed schedule for negotiations
( including a "target date" for submission to the city council) .
The City shall also give Lessee written notice (the
"Opportunity Notice" ) of any proposed lease of all or a
portion of any Constructed Improvements within three days
after the city manager ' s office is prepared to recommend
approval of such agreement (the "Recommended Building Lease" )
to the city council . The Opportunity Notice shall include the
Recommended Building Lease, together with copies of the city
manager ' s recommendation, the applicable "M&C" prepared for
the city council , and any other written materials or
information in the City' s possession or control that is
reasonably necessary or convenient to understanding the
Recommended Building Lease.
Lessee shall have a period of 30 days after receipt of the
Opportunity Notice during which to notify the City that Lessee
desires to lease the Constructed Improvements upon the same
terms and conditions contained in the Recommended Building
Lease .
Exhibit E - Page 5 of 6
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45. 00'00',WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 77. 23' 13'W. 97.97 FEET;
THENCE S 80' 06' 4r W. 124.08 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE;
THENCE S 09' 53' 13'E, 56.00 FEET WITH THE WEST LINE OF SAID RESTRICTED ACCESS RIGHT-0F-
WAY.TO ITS SOUTHERLY RIGHT-OF-WAY LINE;
THENCE N 80' 06' 4r E, 4.55 FEET TO THE POINT OF BEGINNING;
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THENCE N 80. 06'47'E,119.53 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 45' 00'00',WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S 77' 23' 130 E, 55.11 FEET;
THENCE S 640 ,53' 13'E.25.09 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 119° 31'41',WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 04' 62' 390 W. 34.56 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY
LINE OF ALLIANCE BOULEVARD,AND THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH THE WESTERLY RIGHT-OF-WAY LINE OF ALLIANCE BOULEVARD AS FOLLOWS:
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
440 09'500, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 42' 33'34'W. 15.04 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
305.26 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
60' 43' 460, WITH A RADIUS OF 288.00 FEET AND A LONG CHORD WHICH BEARS
S 09' 63' 13' E, 291.17 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF
446 09' S0',WITH A RADIUS OF 20.00 FEET,AND A LONG CHORD WHICH BEARS
S 62' 20'0220 E. 15.04 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
119° 31' 430, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 24. 39' 04' E, 34.56 FEET TO A POINT IN THE NORTHERLY RIGHT-OF--WAY LINE OF A
RESTRICTED ACCESS RIGHT-OF-WAY;
THENCE S 35' 06'480 W,25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
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03/06/91
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1
MCHIBIT E-1
REFUSAL PROPERTY
I
PARCEL 1
COMMENCING AT THE POINT WHERE THE WESTERLY RIGHT-OF-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1,BLOCK 1,ALLIANCE AIRPORT;
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THENCE WITH SAID WESTERLY RIGHT-OF--WAY LINE AS FOLLOWS:
S 09' 53' 13' E.65.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT,
73.85 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL.ANGLE OF
65' 05' 560,WITH A RADIUS OF 65.00 FEET,AND A LONG CHORD WHICH SEARS
S 42' 26' 11'E.69.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
34.09 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
65' 05'5W.WITH A RADIUS OF 30.00 FEET AND A LONG CHORD WHICH BEARS
S 42' 26' 11'E,32.28 FEET;
S 09' 53' 13'E,280.83 FEET TO.-THE BEGINNING OF A CURVE TO THE RI ;
31.42 FEET WITH THE ARC OF SAID CURVE TO 7W RIGHT,THROUGH A CENTRAL ANGLE OF
90' 00'010,WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 35' 06' 47' W, 28.28 FEET TO A POINT IN THE NORTHERLY RIGHT WAY LINE OF
ALLIANCE BOULEVARD;
THENCE S 80' 06'47°W.14.00 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35' 43'St',WITH A RADIUS OF 278.00 FEET AND A LONG
CHORD WHICH BEARS S 620 14'S2'W. 170.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF SO' 43'5r.WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 84' 44'62'W. 25.91 FEET TO A POINT IN THE NORTHERLY RIGHT-0F-WAY
LINE OF A RESTRICTED ACCESS RIGHT-OF-WAY.
THENCE N 54' 53'13"W.25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
CSB NO. 89020583F
03/06/91
PAGE 1 OF 3
PARCEL 2
COMMENCING AT THE POINT WHERE THE WESTERLY RIGHT-0F-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1, BLOCK 1, ALLIANCE AIRPORT;
THENCE WITH SAID WESTERLY RIGHT-0F-WAY LINE AS FOLLOWS:
S 09' 53' 130 E. 65.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
73.85 FEET WITH THE ARC OF SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF
65' 05' W. WITH A RADIUS OF 65.00 FEET, AND A LONG CHORD WHIC 1 BEARS
S 42. 26' 11' E. 69.94 FEET TO THE BEGINNING'OF A CURVE TO THE RIGHT;
34.09 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE'OF
65' 05' 660, WITH A RADIUS OF 30.00 FEET AND A LONG CHORD WHICH BEARS j
S 42' 26' 11' E, 32.28 FEET; !,
S 09' 53' 13' E, 290.83 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
31.42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT,THROUGH A CENTRAL ANGLE OF
90' 00' 010, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 35' 06' 47° W. 28.28 FEET TO A POINT IN THE NORTHERLY RIGHT-0F-WAY LINE OF
ALLIANCE BOULEVARD;
THENCE S 80' 06'4r W.14.00 FEET WITH SAID NORTHERLY RIGHT-0F-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID NORTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 35' 43'51'.WITH A RADIUS OF 278.00 FEET AND A LONG
CHORD WHICH BEARS S 62' 14'S2'W. 170.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF SW 43'52'.WITH A RADIUS OF 20.00 FEET AND A LONG
CHORD WHICH BEARS S 84' 44'62w W. 25.91 FEET TO A POINT IN THE NORTHERLY RIGHT-OF--WAY
LINE OF A RESTRICTED ACCESS RIGHT-0F-WAY;
THENCE N 54.53' 13'W.25.09 FEET WITH SAID NORTHERLY RIGHT-OF--WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID'NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45' 00'006,WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 7r 23' 13'W, 97.97 FEET;
THENCE S 80' 06' 4r W. 124.08 FEET WITH SAID NORTHERLY RIGHT-0F-WAY LINE;
THENCE S 09' 63' 13'E, 56.00 FEET WITH THE WEST LINE OF SAID RESTRICTED ACCESS RIGHT-0F-
WAY TO ITS SOUTHERLY RIGHT-OF-WAY LINE;
THENCE N 80' 06' 4r E. 4.55 FEET;
C&B NO. 89020583F
03/06/91
PAGE 1 OF 3
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THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-0F-
WAY LINE THROUGH A CENTRAL ANGLE OF 45' 00'00".WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S 57° 36'4T W, 55.11 FEET;
i
THENCE S 80. 06' 4r W, 119.76 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE;
THENCE N 090 61'300 W, 454.00 FEET TO THE POINT OF BEGINNING, CONTAINING 1.603 ACRES OR
69,834 SQUARE FEET OF LAND, MORE OR LESS.
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C&B NO. 89020583F
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PAGE 3 OF 3
THENCE N 800 W 47-E., 119.79 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE LEFT;
THENCE 100.53 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 45- 00'00r.WITH A RADIUS OF 128.00 FEET AND A LONG
CHORD WHICH BEARS N 570 36' 4r E, 97.97 FEET;
THENCE N 356 06'480 E.25.09 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINMIslGil
OF A CURVE TO THE RIGHT;
THENCE 28.18 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 80- 43'51'.WITH A RADIUS OF 20.00 FEET AND ALONG
CHORD WHICH BEARS N 760 28' 438 E. 25.91 FEET TO A POINT IN THE SOUTHERLY RIGHT-OF-WAY
LINE OF ALLIANCE BOULEVARD AND THE BEGINNING OF A CURVE TO THE LEFT;
THENCE 173.37 FEET WITH THE ARC OF SAID CURVE TO THE LEFT AND SAID'SOUTHERLY--RIGHT-OF-
WAY LINE,THROUGH A.CENTRAL ANGLE OF 35* 43'510,WITH A RADIUS OF 288.00 FEET AND A LONG
CHORD WHICH BEARS S 82* 01' ISO E, 170.57 FEET;
THENCE N 80* 06'480 E, 14.00 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 31.42 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE THROUGH A CENTRAL ANGLE OF 89' SW 59'.WITH A RADIUS OF 20.00 FEET AND A LONG�
CHORD WHICH BEARS S W 63'13'E,28.28 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY LINE
OF JET STREAM WAY;
THENCE S 090 63' 130 E. 252.00 FEET WITH SAID WESTERLY RIGHT-OF-WAY LINE;
THENCE S 800 06'4"r W. 450.28 FEET;
THENCE N 09* 61'300 W. 267.00 FEET TO THE POINT OF BEGINNING, CONTAINING 2.921 ACRES OR
127,238 SQUARE FEET OF LAND, MORE OR LESS.
C&B NO. 89020583F
03/06/91
PAGE 3 OF 3
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THENCE N 80' O6'4T E. 119.53 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 45' 00'00',WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S 77' 23' 13' E. 55.11 FEET;
THENCE S 54' 53' 13' E.25.09 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 41.72 FEET WITH THE ARC OF SAID CURVE TO THE.RIGHT AND SAID SOUTHERLY RIGHT-0F-
WAY LINE,THROUGH A CENTRAL ANGLE OF 119° 31'41'.WITH A RADIUS OF 20.00 FEET AND A LONG j
CHORD WHICH BEARS S 04. 62' 3V W. 34.56 FEET TO A POINT IN THE WESTERLY RIGHT-OF--WAY
LINE OF ALLIANCE BOULEVARD,AND THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH THE WESTERLY RIGHT-OF--WAY LINE OF ALLIANCE BOULEVARD AS FOLLOWS:
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
44' 09' 500, WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 42' 33'348 W, 15.04 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
305.26 FEET WITH THE ARC OF SAID CURVE TO THE LEFT.THROUGH A CENTRAL ANGLE OF
60. 43'46',WITH A RADIUS OF 288.00 FEET AND A LONG CHORD WHICH BEARS
S 09' S3' 13' E. 291.17 FEET TO THE BEGINNING OF A CURVE TO THE LEFT.
15.42 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
44' 09'50',WITH A RADIUS OF 20.00 FEET, AND A LONG CHORD WHICH BEARS
S 62' 20'02'E, 15.04 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
41.72 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT.THROUGH A CENTRAL ANGLE OF
119' 31' 43.WITH A RADIUS OF 20.00 FEET AND A LONG CHORD WHICH BEARS
S 24' 39' 04' E, 34.56 FEET TO A POINT IN THE NORTHERLY RIGHT-OF-WAY LINE OF A
RESTRICTED ACCESS RIGHT-OF--WAY;
THENCE S 35' 06'48'W,25.09 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 56.55 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID NORTHERLY RIGHT-OF-
WAY LINE THROUGH A CENTRAL ANGLE OF 45' 00'000.WITH A RADIUS OF 72.00 FEET AND A LONG
CHORD WHICH BEARS S Sr 36' 47'W. 55.11 FEET;
THENCE S 80' 06' 4r W. 119.76 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE;
THENCE S 09' 53' 13' E.66.00 FEET WITH THE WEST LINE OF SAID RESTRICTED ACCESS RIGHT-OF-
WAY TO ITS SOUTHERLY RIGHT-OF--WAY LINE;
THENCE N 800 06'4r E, 4.29 FEET TO THE POINT OF BEGINNING;
C&B NO. 89020583F
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PAGE 2 OF 3
.. I
THENCE N 80. 06'47'E,8.00 FEET WITH SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT;
THENCE 27.34 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID SOUTHERLY RIGHT-OF-
WAY LINE,THROUGH A CENTRAL ANGLE OF 31° 19'66',WITH A RADIUS OF 50.00 FEET AND A LONG
CHORD WHICH BEARS S 840 13' 150 E, 27.00 FEET TO THE POINT OF BEGINNING AND CONTAINING
1.592 ACRES OR 69,347 SQUARE FEET OF LAND, MORE OR LESS.
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C&B NO. 89020583F
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PARCEL 4
COMMENCING AT THE POINT WHERE THE WESTERLY RIGHT-OF-WAY LINE OF JET STREAM WAY
INTERSECTS A NORTHERLY LINE OF SAID LOT 1. BLOCK 1, ALLIANCE AIRPORT;
THENCE S 150 58'46'E,518.22 FEET TO THE POINT WHERE THE WESTERLY RIGHT-OF-WAY LINE OF
JET STREAM WAY INTERSECTS THE SOUTHERLY RIGHT-OF-WAY LINE OF THE NORTHERLY LOOP OF
ALLIANCE BOULEVARD AND THE POINT OF BEGINNING;
THENCE S 09' 53' 130 E,98.71 FEET WITH SAID WESTERLY RIGHT-OF-WAY LINE;
THENCE S 80' W 47'W.34.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
THENCE 108.91 FEET WITH THE ARC OF SAID CURVE TO THE LEFT,THROUGH A CENTRAL ANGLE OF
49° 31' 20'. WITH A RADIUS OF 126.00 FEET AND A LONG CHORD WHICH BEARS S 55' 21' OT W,
105.55 FEET;
THENCE S 59' 24'330 E, 16.00 FEET TO THE BEGINNING OF A NON TANGENT CURVE TO THE LEFT;
THENCE 155.42 FEET WITH THE ARC OF SAID NON TANGENT CURVE TO THE LEFT, THROUGH A
CENTRAL ANGLE OF 80' Sr 20',WITH A RADIUS OF 110.00 FEET AND A LONG CHORD WHICH BEARS
S 09' 63' 13' E. 142.81 FEET;
THENCE S 39. 38'07 W, 16.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT;
THENCE 108.91 FEET WITH THE ARC OF SAID NON TANGENT CURVE TO THE LEFT, THROUGH A
CENTRAL ANGLE OF 49' 31'2W.WITH A RADIUS OF 126.00 FEET AND A LONG CHORD WHICH BEARS
S 75' OT 33' E, 105.55 FEET;
THENCE N 800 W 47 E, 34.00 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY LINE OF JET
STREAM WAY;
THENCE S 09' 53' 13' E,98.71 FEET WITH SAID WESTERLY RIGHT-OF-WAY UNE TO A POINT IN THE
NORTHERLY RIGHT-OF--WAY LINE OF THE SOUTHERLY LOOP OF ALLIANCE BOULEVARD AND THE
BEGINNING OF A NON TANGENT CURVE TO THE RIGHT;
THENCE 27.34 FEET WITH THE ARC OF SAID NON TANGENT CURVE TO THE RIGHT AND SAID
NORTHERLY RIGHT-OF--WAY LINE,THROUGH A CENTRAL ANGLE OF 31. 19'56',WITH A RADIUS OF
50.00 FEET AND A LONG CHORD WHICH BEARS S 640 26'49'W,27.00 FEET;
THENCE S 800 06'4W W,8.00 FEET WITH SAID NORTHERLY RIGHT-OF-WAY LINE TO THE BEGINNING
OF A CURVE TO THE RIGHT'
728.85 FEET WITH THE ARC OF SAID CURVE TO THE RIGHT AND SAID RIGHT-0F-WAY LINE,
THROUGH A CENTRAL ANGLE OF 180' 00'00',WITH A RADIUS OF 23200 FEET AND A LONG CHORD
WHICH BEARS N 09° 53'13'W.464.00 FEET TO THE SOUTHERLY RIGHT-0F-WAY LINE OF AFORESAID
NORTHERLY LOOP OF ALLIANCE BOULEVARD;
C&B NO.89020583F
03/06/91
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