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CITY SECRETARY
CONTRACT N0. % v
a pQR2 �pR'(� 2,j ALLIANCE AIRSHOW AGREEMENT
STAT - "'TEXAS §
COUNTY OF TARRANT §
I
This Alliance Airshow Agreement ("Agreement") is made and entered into by and
between the City of Fort Worth, a home-rule municipal corporation in Tarrant, Denton, and Wise
Counties, Texas, acting herein by and through its duly authorized Assistant City Manager (the
"City"), and Alliance Air Productions, a Texas nonprofit corporation("Permittee").
AGREEMENT
That for and in consideration of the mutual promises, covenants and representations
contained herein, the parties agree as follows:
1. TERM
The City hereby grants to Permittee the periodic, temporary use of property comprising a
portion of Fort Worth Alliance Airport (the "Airport") for a five.(5) year term commencing on
January 1, 2017 and terminating December 31, 2021, unless otherwise extended as described
below.
2. PRESENTATION OF AIRSHOW
For each calendar year this Agreement remains in effect, Permittee may present one or
more Airshow(s) for the general public (individually, "Airshow," collectively "Airshows") at the
Airport upon its notification to the City of its election to do the same in the manner described
below. Permittee will conduct one Airshow during calendar year 2017 in accordance with
Permittee's Airshow Proposal (as hereinafter defined), attached hereto as Exhibit "A" and made
a part of this Agreement for all purposes, and Permittee's Map (as hereinafter defined), attached
hereto as Exhibit `B" and made a part of this Agreement for all purposes. Should Permittee
desire to present an Airshow(s) during a calendar year subsequent to 2017 during the term of this
Agreement, after December 1 of the preceding year, but before December 31 of the preceding
year, Permittee must notify the City in writing of such. For example, should Permittee desire to
present an Airshow(s) during calendar year 2018, after December 1, 2017, but before December
31, 2017, Permittee must notify the City in writing of such. Permittee's written notice must
include (a) the number of Airshows that will be held in the relevant year, (b) the dates of the
Airshow(s), and (c) a description of the activities that will comprise the Airshow(s) (the
"Airshow Proposal"). Each subsequent Airshow Proposal shall become Exhibit "A" to this
Agreement and shall supersede the previous Exhibit"A"to this Agreement. Permittee's written
notice must also include a map of the Airport delineating the specific area at the Airport that
Permittee intends to use during the Airshow(s) ("Map"). Such area desired for use at the
Airshow(s) shall be subject to the approval of the Federal Aviatii n AA").
Alliance Airshow Agreement OFFICIAL RECORD
City of Fort Worth CITY SECRETARY
Alliance Air Productions
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Each subsequent Map shall become Exhibit "B" to this Agreement and shall supersede the
previous Exhibit "B" to this Agreement. The area designated on the Map to be utilized for the
Airshow(s) shall hereinafter be referred to as the "Premises."
Within thirty (30)days of the City's receipt of the Airshow Proposal for the relevant year,
the City will notify Permittee in writing should it have any objection to any aspect of the
Airshow Proposal; the writing must specify the matters to which the City objects. If written
notice is not received by Permittee by such date, then the Airshow Proposal is deemed accepted
by the City. Following receipt of an objection to the Airshow Proposal by the City, Permittee
will submit a revised Airshow Proposal to the City for its consideration. Within thirty(30) days
of the City's receipt of the revised Airshow Proposal, the City will notify Permittee in writing
should it have any objection to any aspect of the revised Airshow Proposal; the writing must
specify the matters to which the City objects. If written notice is not received by Permittee by
such date, then the Airshow Proposal is deemed accepted by the City. Permittee will continue to
submit revised Airshow Proposals to the City in the manner described in this Section 2 until the
Airshow Proposal is accepted, or is deemed accepted,by the City.
3. RENEWALS
Provided Permittee is in compliance with all terms and conditions of this Agreement,
Permittee may, at its sole option, extend the term of this Agreement, beyond December 31, 2021,
for two (2) periods of one (1) year each by delivering written notice to the City of its election to
extend the term of this Agreement for such one (1) year period on or before six (6) months
before the date on which this Agreement is then scheduled to expire. For each year of the
extended term of this Agreement, Permittee shall have the right to utilize the Airport for the
presentation of one or more Airshows upon notification to the City in the same manner as
described above in Section 2 of this Agreement. If the City declines to grant Permittee's request
to extend the term of this Agreement,this Agreement shall terminate December 31,2021.
This Agreement will be administered on behalf of the City by Alliance Air Management,
Ltd. ("Operator") pursuant to Operator's management and operations agreement with the City
(City Secretary Contract No. 20060), including all amendments (the "Management Agreement")
for so long as the City's agreement with Operator remains in effect.
4. USE OF PERMISES
Permittee will use the Premises solely for the purpose of presenting Airshow(s) for
attendance by the general public. The presentation of the Airshow(s) will also concern the sale
of food,beverages and novelties to the attendees of the Airshow(s).
Entrance onto the Premises by members of the general public for Airshow attendance
may be subject to payment of an admission charge or charges, parking and/or other fees. If any
such charges or fees are imposed, Permittee reserves the right to include in its schedule of
charges and fees the provision that such charges and/or fees do not apply to certain age groups of
the general public. The schedule of admission charges shall be posted and clearly visible at each
admission gate.
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Permittee will not make or suffer any unlawful, improper or offensive use of the Premises
or any part thereof. Accordingly, Permittee will not permit the use of loud, abusive, foul, or
obscene language upon the Premises, nor will it permit any obscene acts or conduct by any
person or persons upon the Premises. The use of such language or the occurrence of any obscene
acts or conduct will result in the removal of any person or persons who used or performed the
same from the Premises by Permittee or its officers, agents, representatives or employees.
5. OBLIGATIONS OF PERMITTEE
Permittee will also be responsible for, or do the following, in connection with its
presentation of the Airshow(s).
(a) Permittee will be responsible for entering into all agreements with the Airshow
performers and concessionaires and all other contracts for services necessary to
conduct the Airshow(s), and will be responsible for paying all sums connected to
such agreements and contracts.
(b) Permittee must obtain FAA approval or waivers of airspace and ground layout,
and all other required approvals, and submit such approvals and waivers to the
City at least fifteen (15) days prior to the commencement of the respective
Airshow(s) in the relevant year.
(c) Permittee will provide all necessary sound equipment and a suitable narrator for
the Airshow(s).
(d) Permittee will (i) be responsible for the supervision, control, parking, and
containment of all aircraft involved in the Airshow(s); (ii) coordinate the activities
of the Airshow(s) with the fixed base operators of the Airport; (iii) coordinate
crash/fire/rescue service, surveillance and equipment for each performer of the
Airshow(s); (iv) coordinate the Airshow(s) with the Airport control tower
personnel; and (v) be responsible for the supervision, control, parking, and
containment of all vehicles other than aircraft at the Airshow(s).
(e) Permittee will be responsible for the supervision, control, and containment of all
spectators, concessionaires, and performers in the Airshow(s) and shall provide
sufficient first-aid centers.
(f) Permittee will (i) be responsible for the containment, pickup, and disposal of all
trash and garbage related to and resulting from the Airshow(s); (ii) provide all of
the necessary portable toilets and drinking water for use by the Airshow
spectators and participants; and (iii) perform post-Airshow housekeeping on the
Premises to the satisfaction of City and Operator.
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(g) Permittee will arrange for and supervise all concessions for food, beverages and
novelties at the Airshow(s) and will collect proceeds from the concessionaires
with whom it has contracted.
6. COMPENSATION
For and in consideration of the privileges granted herein, for each year Permittee presents
an Airshow(s) at the Airport during the term of this Agreement,Permittee will pay to the City the
sum of Ten Thousand Dollars ($10,000) ("Annual Airshow Fee") at least ten (10) days prior to
the date the first Airshow will be held at the Airport by Permittee in the relevant year. Payment
of the Annual Airshow Fee is a condition precedent to Permittee's right to conduct its
Airshow(s) on the Premises. In any year during the term of this Agreement that Permitee does
not conduct an Airshow at the Airport, an Annual Airshow Fee is not required to be paid by
Permittee to the City. Further, in any year Permittee and the Naval Air Station Joint Reserve
Base ("NAURB") co-produce an Airshow(s) at NASJRB as discussed at Section 17 of this
Agreement, an Annual Airshow Fee is not required to be paid by Permittee to the City.
Nothing in this Agreement shall be construed or interpreted as requiring the City to make
any payments or expenditure of monies in connection with the planning, preparation or
presentation of the Airshow(s), either to or on behalf of Permittee or any other party. The City
shall not pay state sales tax receipts that might be owed to the State of Texas by Permittee, its
concessionaires or performers,or by any such other party.
7. DEFINITIONS
"Charitable Purposes" means contributions to, or expenditures for, educational and/or
charitable organizations for use in the Dallas-Fort Worth metropolitan area, in furtherance of
Permittee's purposes as an organization exempt from tax pursuant to Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), which may include, but is not limited
to, contributions to, or expenditures for, military, morale and welfare organizations. Permittee
will apply for exemption from federal income tax pursuant to Code Section 501(c)(3).
The term "Profits"in a given year means the amount remaining from Gross Revenue (as
hereinafter defined) after subtracting all Operating Expenses (as hereinafter defined) and
restoring the Airshow Reserve Fund(as hereinafter defined).
The term "Gross Revenue"in a given year means all monies, including sales tax, received
and realized by Permittee relating to Permittee's operation of the Airshow(s) in the respective
year, including, by way of example, but not by limitation, monies from all donations,
sponsorship contributions, advance ticket sales, gate receipts,poster sales, concession operations,
and parking.
The term "Operating Expenses " in a given year means all direct and indirect expenses
incurred by Permittee relating to Permittee' s presentation of the Airshow(s) in the respective
year, including, by way of example, but not by limitation, the Annual Airshow Fee, expenses
incurred in complying with Section 11 of this Agreement, costs of planning and preparing for the
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Airshow(s), costs of insurance required by Section 19 of this Agreement, and the costs of other
insurance obtained by Permittee with respect to its presentation of the Airshow(s). Such
Operating Expenses must be reasonable, necessary and pertinent in Permittee's presentation of
the Airshow(s) according to generally accepted accounting principles. The amortization or
depreciation of all capital assets will fall under the term Operating Expenses.
An "Airshow Reserve Fund"will be established and maintained by Permittee and used to
fund Operating Expenses for the presentation of the Airshow(s) from one year to the next. The
amount to be maintained in the Airshow Reserve Fund will vary from year to year. The amount
to be maintained in the Airshow Reserve Fund is to be that amount that is equal to fifty percent
(50%) of the Operating Expenses of Permittee in the immediately preceding year the Airshow(s)
was held. For example only, if Gross Revenue in 2017 is $500,000 and Operating Expenses in
2017 are $250,000, then $125,000 (fifty percent (50%) of the $250,000 Operating Expenses)
should be maintained in the Airshow Reserve Fund for 2018. Profits for 2017 would be
$125,000 ($500,000 of Gross Revenue less $250,000 of Operating Expenses less $125,000 for
the Airshow Reserve Fund). In a given year, to the extent Gross Revenue does not exceed the
sum of Operating Expenses and the amount necessary to fund the Airshow Reserve Fund in the
particular year, the Airshow Reserve Fund is to be funded to the extent the funds are available. In
no event will the City be responsible for reimbursement to Permittee of Operating Expenses in
any year that Gross Revenue does not exceed Operating Expenses. During calendar year 2017,
all expenses that would normally be paid from the Airshow Reserve Fund will be paid by
Permittee and any such expenses will be reimbursed to Permittee following the completion of the
Airshow(s) held in 2017 provided the funds are available to reimburse such expenses. Any
expenses not reimbursed to Permittee from the 2017Airshow monies due to lack of funds will be
reimbursed to Permittee following the completion of any subsequent Airshows to the extent of
funds available from such subsequent Airshows. Upon termination of this Agreement, any funds
remaining in the Airshow Reserve Fund shall be distributed to Permittee for Permittee to utilize
for Charitable Purposes.
8. USE OF PROFITS
For each year this Agreement remains in effect, fifty percent (50%) of the Profits for the
relevant year shall be allocated to Permittee ("Permittee's Share") and fifty percent (50%) of the
Profits shall be allocated to the City ("City's Share "). Permittee shall use its share of Profits for
Charitable Purposes. Permittee shall deposit the City's Share each year into an account
identified by the City in writing (the "City's Account "); the City's Share will be held in the
City's Account until such time as the funds are appropriated for use as approved by the Fort
Worth City Council. Until such time as Permittee's Share is expended for Charitable Purposes,
Permittee's Share will be maintained by Permittee in an individual account (the "Profits Account
") at a local financial institution within the City of Fort Worth and will not be commingled with
any other funds of Permittee. Further, until such time as the City's Share is deposited into the
City's Account, the City's Share will likewise be held along with Permittee's Share in the Profits
Account. In the event of termination of this Agreement, all Profits that have been identified as
the "City's Share" shall be immediately transferred to the City into an account identified by the
City in writing.
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For purposes of determining the amount of Profits for a given year, Permittee shall
submit to the City, on or before ninety (90) days following the final day of the final Airshow for
each year this Agreement remains in effect, a statement, prepared by a certified public
accountant acceptable to the City, reflecting all Gross Revenue received and all Operating
Expenses incurred by Permittee in connection with its presentation of the Airshow(s) for the
applicable year.
9. ACCESS TO RECORDS
During the initial term, the renewal term (if any), and for three (3) years after the
termination or expiration of this Agreement, Permittee will permit the City, and its agents,
representatives or employees, at the City's request and at the City's sole cost, to conduct an audit
of Permittee's financial books and records as they pertain to Permittee's planning, preparation
and presentation of the Airshow(s) under this Agreement.
10. NON-DISCRIMINATION
Permittee will operate the Premises for the benefit of the public and will (a) furnish good,
prompt and efficient service adequate to meet all the demands for its services on the Premises;
(b) furnish its service on a fair, equal and nondiscriminatory basis to all users of the Premises;
and (c) charge fair, reasonable and non-discriminatory prices for each unit of sale or service,
provided, that Permittee may be allowed to make reasonable and nondiscriminatory discounts,
rebates or other similar types of price reductions to volume purchasers.
No person, on the grounds of race, color or national origin will be excluded from, or
otherwise subject to discrimination in the use of, the Premises. Permittee will use the Premises
in compliance with all requirements pursuant to Title 49, Code of Federal Regulations, Part 21,
as the regulations may be amended from time to time. In the event of Permittee's breach of these
nondiscrimination covenants, the City may terminate this Agreement.
11. MAINTENANCE/REPAIRS
Permittee, at its expense, will keep and maintain the Premises, and any improvements
thereon, in good condition and will do all work and make all repairs necessary or advisable to
restore the Premises to a safe operation status in accordance with the airport certification
requirements enumerated in Title 14, Code of Federal Regulations, Part 139. Permittee will be
required, at its own expense, to mitigate any damages to Airport property. Permittee will permit
the City's agents, representatives or employees to inspect the Premises at any time for the
foregoing.
The City may request Permittee in writing to make any repairs that are, in the City's
reasonable opinion, necessary to be performed by Permittee upon the Premises. Permittee will
cause any requested repairs to be made. Should Permittee fail to undertake requested repairs
within thirty (30) days after receipt of a written request from the City, the City may, within its
discretion, undertake to make such repairs. In such event, the City will bill Permittee for the cost
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of such repairs and Permittee shall pay the bill upon its receipt. Upon the City's request,
Permittee will replace any landscaping on the Premises, including, but not limited to, any
greenery, plants, flowers, and shrubbery, which was destroyed by Permittee's officers, agents,
representatives, employees, contractors, subcontractors, concessionaires, performers, patrons,
invitees, or licensees in Permittee's use of such Premises. Further, Permittee will maintain and
police the Premises in order to keep the Premises at all times in a clean and sanitary condition
and in compliance with all ordinances and regulations of the City. Permittee will permit the
City's agents,representatives or employees to inspect the Premises at any time for the foregoing.
12. IMPROVEMENTS
Permittee will not make or suffer any waste of the Premises. Permittee will not place any
permanent improvements upon the Premises or make any permanent alterations to said Premises,
including penetration of paved surfaces, except for any such permanent improvements or
alterations that are approved in writing by the City.
13. COMPLIANCE WITH LAWS
In its performance of this Agreement, Permittee will comply with(a) all federal, state and
local laws, including all ordinances and regulations of the City, (b) all rules, regulations and
requirements of Operator, (c) all rules, regulations and requirements of each of the City's Police,
Fire, Health, Transportation and Public Works, and Aviation Departments, and (d) all rules,
regulations and requirements of the FAA. If the City or the FAA calls the attention of Permittee
to any violation of any of the foregoing on the part of Permittee, or of any officer, agent,
representative, employee, contractor, subcontractor, or performer of Permittee, Permittee will
immediately cause such violation to cease and cause the correction of such violation.
With respect to any proposed pyrotechnics display during the Airshow(s), Permittee
assumes all responsibility for the same. Further, Permittee will comply with the directions of the
City's Aviation Department, of Operator, and of the Fire Chief of the City, and the duly
authorized representatives of the foregoing, with respect to any pyrotechnics display and
concerning the relocation of planes due to any pyrotechnics display.
14. INDEPENDENT CONTRACTOR
Permittee will operate hereunder as an independent contractor as to all rights and
privileges herein contained and not as an officer, agent, employee, contractor or subcontractor of
the City. Nothing herein shall be construed as creating a partnership or joint enterprise between
Permittee and the City, and the doctrine of respondeat superior shall not apply as between
Permittee and the City. Permittee will be solely responsible for the acts and omissions of its
officers, agents, representatives, employees, contractors, subcontractors, concessionaires,
performers, patrons, invitees, and licensees.
15. ASSIGNMENT
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Permittee will not assign all or any part of its rights, privileges or duties under this
Agreement, and any attempted assignment of same shall be void and constitute grounds for
termination of this Agreement by the City.
16. CONCESSIONAIRES/SUBCONTRACTORS
Notwithstanding any provision of this Agreement to the contrary, Permittee may enter
into the agreements, contracts and relationships discussed in this Section 16. Permittee may
enter into concession agreements and service agreements in connection with the presentation of
the Airshow(s); provided, however, any such agreements shall incorporate by reference the terms
of this Agreement and Permittee shall cause such concessionaires and service providers to
comply with the terms of this Agreement. Permittee may also contract with subcontractors to
assist Permittee in the presentation of the Airshow(s). Permittee has contracted with Alliance
Aviation Management, Ltd., a Texas limited partnership, to provide management and
administrative functions on behalf of Permittee in connection with the Airshow(s) (the
"Administrative Agreement"), and the City consents to the same. However, the Administrative
Agreement does not relieve Operator of any duties or obligations it would have to the City under
the Management Agreement. Further, Permittee shall not take any action or conduct its business
in any manner that would cause Operator to be in breach of the Management Agreement or to
breach any other obligations or duties which Operator may owe to the City.
17. NAVAL AIR STATION JOINT RESERVE BASE
Also notwithstanding any provision of this Agreement to the contrary, Permittee has the
right, but not the obligation, to work with NASJRB to co-produce the Airshow(s) in any year
subsequent to 2006 provided this Agreement remains in effect. Any agreement with NASJRB to
co-produce the Airshow(s) will specify whether the Airshow(s) will be conducted at the Airport
or at NASJRB. If a co-production of the Airshow(s) is determined by Permittee and NASJRB to
be in the best interest of Permittee and NASJRB for a particular year, Permittee will notify the
City of its intent for co-production, and of the location for the Airshow(s), for such year and
submit a proposal following the same procedures for the Airshow(s) for such year in the same
manner as prescribed in Section 2 of this Agreement.
18. INDEMNIFICATION
PERMITTEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS,
DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND
OR PERSONAL INJURY OF ANY KIND OR CHARACTER, INCLUDING DEATH,
WHETHER REAL OR ASSERTED,ARISING OUT OF PERMITTEE'S NEGLIGENCE OR
INTENTIONAL MISCONDUCT IN CONNECTION WITH ITS USE OF OR OPERATIONS
ON THE PREMISES RELATED TO THE PLANNING, PREPARATION AND
PRESENTATION OF THE AIRSHOW(S) OR RELATED TO PERMITTEE'S BREACH OF
THIS AGREEMENT.
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PERMITTEE, AT PERMITTEE'S OWN EXPENSE, SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS THE CITY AND ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY CLAIM, LAWSUIT OR
OTHER ACTION FOR DAMAGES OF ANY KIND OR CHARACTER, INCLUDING, BUT
NOT LIMITED TO, PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO PERMITTEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY,INCLUDING DEATH, WHETHER REAL OR ASSERTED,ARISING
OUT OF PERMITTEE'S NEGLIGENCE OR INTENTIONAL MISCONDUCT IN
CONNECTION WITH ITS USE OF OR OPERATIONS ON THE PREMISES RELATED
TO THE PLANNING, PREPARATIONAND PRESENTATION OF THE AIRSHOW(S) OR
RELATED TO PERMITTEE'S BREACH OF THIS AGREEMENT.
PERMITTEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY THE
CITY FOR ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE
PREMISES OR ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN
CONNECTION WITH ANY AND ALL NEGLIGENT OR INTENTIONAL ACTS OR
OMISSIONS OF PERMITTEE, OR ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, OR LICENSEES. THE CITY WILL NOT,
UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE FOR ANY PROPERTY
BELONGING TO PERMITTEE, OR ITS OFFICERS, AGENTS, REPRESENTATIVES,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, CONCESSIONAIRES,
PERFORMERS, PATRONS, INVITEES, OR LICENSEES, WHICH MAY BE STOLEN,
LOST, DESTROYED OR IN ANY WAY DAMAGED ON THE PREMISES DUE TO
PERMITTEE'S NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND PERMITTEE
HEREBY INDEMNIFIES AND HOLDS HARMLESS THE CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUCH
CLAIMS AND SUITS.
THE CITY DOES NOT GUARANTEE POLICE PROTECTION TO PERMITTEE OR
ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, CONESSIONAIRES, PERFORMERS, PATRONS, INVITEES, OR
LICENSEES, AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE SUSTAINED
BY ANY OF THEM RESULTING FROM EITHER NORMAL OR MALICIOUS DAMAGE
OR INTENTIONAL CONDUCT. PERMITTEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY ON
THE PREMISES WHICH IS RELATED TO PERMITTEE'S PLANNING, PREPARATION
AND PRESENTATION OF THE AIRSHOW(S) THEREON, AND SHALL COOPERATE
WITH THE CITY IN THE IMPLEMENTATION AND ENFORCEMENT OF THE CITY'S
SECURITY PLAN AT THE AIRPORT. PERMITTEE SHALL PAYALL FINES IMPOSED
BY THE FAA ON THE CITY OR PERMITTEE RESULTING FROM PERMITTEE'S
FAIL URE TO COMPLY WITH SUCH FAA REGULATIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
PERMITTEE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR
CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES OR
SPECIAL DAMAGES.
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19. INSURANCE
No later than thirty (30) days prior to the first Airshow for a particular year, Permittee
will furnish proof to the City that it has secured and paid for a policy of liability insurance
covering all risks related to Permittee's proposed use of the Premises. Said policy shall be in the
following amount:
Single limit bodily injury and
property damage liability $5,000,000 per occurrence
After the Airshow(s) held in 2017, the City may change the policy amount for any
subsequent Airshows should the City deem it advisable to do so due to a change in the Airshow
performance that would increase the City's liability; provided, however, to change the policy
amount for any subsequent Airshows, the City must provide Permittee with written notice of any
such change prior to November 1 of the year preceding the year in which the City proposes that
the change in policy amount is to be effective.
The policy must provide that in the event of cancellation, notice of cancellation must be
given in writing to the City's Aviation Department, with a copy to the City's Risk Management,
at least ten(10) days prior to the effective date of cancellation. Permittee will name as additional
insureds on the certification of insurance the City, Operator, and all other parties that are
specified by the City for each Airshow, as their interests may appear. The City will provide
Permittee with written notice of the parties to identify as additional insureds on the certificate of
insurance prior to November 1 of the year preceding the year in which the City proposes that the
revised list of additional insureds is to be effective. Such list, as may be modified by the City
from time to time, will be attached to this Agreement as Exhibit "C" and made a part hereof for
all purposes.
20. TERMINATION
In the event of a breach by Permittee of any covenant contained in this Agreement, the
City may, at its option, declare this Agreement terminated and may enter upon and take
possession of the Premises.
Within twenty-four (24) hours of this Agreement's termination, Permittee will peaceably
deliver possession of the Premises, in a good and tenantable condition, to the City. If Permittee
fails or refuses to deliver such possession, the City has the right to expel, and if necessary
remove forecably, Permittee and its property from the Premises; the City shall incur no liability
as a result of any such removal.
At the termination of this Agreement, all items on the Premises that were not previously
located on the Premises prior to the Permittee's occupancy thereof must be removed by
Permittee. Such items include, but are not limited to, ropes, barricades, trash, trash cans,
portable toilets, abandoned motor vehicles and vehicle parts, placards, bleachers, ticket stands,
and exhibition and concession stands. In the event Permittee fails to remove any such items at
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the termination of this Agreement, Operator may, within its discretion, after issuing written
notice to Permittee twenty-four (24) hours in advance, undertake to remove any such remaining
items. In such event, Operator will bill Permittee for the cost of such removal and Permittee
shall pay the bill upon its receipt. Permittee shall indemnify, hold harmless, release and defend
the City, and its agents, representatives and employees, from any and all claims, liability or suits
resulting from the damage, destruction, loss, removal and disposal of items remaining on the
Premises at the termination of this Agreement.
21. ENCUMBRANCES
Permittee has no power to do any act or make any contract that may create or be the
foundation of any lien upon the Premises, and any such contract or lien created shall be void.
Should any such lien upon the Premises be created or filed, Permittee, at its sole expense, will
liquidate and discharge the same within thirty (30) days after the creation or filing thereof.
Should Permittee fail to liquidate and discharge any such lien, such failure will constitute a
breach of this Agreement.
22. NOTICES
Any notice or communication required in the administration or performance of this
Agreement shall be sent as follows:
To the City: c/o Alliance Air Management, Ltd.
Attention: President
2221 Alliance Boulevard, Suite 100
Fort Worth, Texas 76177
With a Copy to: City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
To Permittee: Alliance Air Productions
Attention: President
2221 Alliance Boulevard, Suite 100
Fort Worth, Texas 76177
Any such notice shall be deemed delivered to the other party within three (3) days
following the party's deposit of the notice in the care of the United States Postal Service,
certified mail, return receipt requested.
23. FORCE MAJEURE
In the event either the City or Permittee is rendered unable, wholly or in part, by Force
Majeure (as hereinafter defined) to perform under this Agreement, then, upon such party's
issuance of written notice to the other party, giving full particulars of such Force Majeure as
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 11 of 18
soon as possible after the occurrence of the cause relied upon, the obligations of the party giving
such notice, to the extent that due diligence is being used to resume performance at the earliest
practicable time, shall be suspended during the continuance of any Force Majeure. Either the
City or the Permittee, as the case may be, will attempt to remedy any such Force Majeure to the
extent possible. In no event will Permittee be allowed to conduct its Airshow(s) for the
respective year on dates other than those agreed to in writing by the City, nor will Permittee be
required to conduct or complete its Airshow(s) scheduled in the applicable year if a Force
Majeure event occurs.
The term "Force Majeure" includes, but is not limited to, acts of God, acts of the public
enemy, acts of a superior governmental authority, mandate or orders by the Federal Government,
war, blockades, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, storms,
floods, washouts, tornados, hurricanes, arrests and restraints of government and people,
explosions, sabotage,breakage or damage to machinery or equipment and any other inabilities of
either party, whether similar to those enumerated or otherwise, and not within the control of the
party claiming such inability, which by the exercise of due diligence and care such party could
not avoid.
24. ENTIRETY OF AGREEMENT
The terms of this Agreement are intended by the parties as a final expression of their
agreement with respect to the subject matter of this Agreement and may not be modified by
evidence of any prior or contemporaneous negotiations, representations, agreements and
understandings. This Agreement supersedes, cancels and is in substitution of all agreements
heretofore entered into between the parties with respect to the subject matter covered by this
Agreement. No other representations, agreements or understandings between the parties will be
binding, unless in writing and signed by authorized representatives of the parties to this
Agreement. This Agreement may only be amended in writing signed by the parties hereto.
25. CHOICE OF LAW; VENUE
This Agreement shall be governed by and construed under the laws of State of Texas.
All matters litigated by or between the parties that involve this Agreement, the relationship of the
parties or any related documents or matters hereunder, shall be brought only in Fort Worth,
Tarrant County, Texas.
26. SEVERABILITY
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 12 of 18
28. NO CROSS-DEFAULT
No event of default by Operator, or by any of its affiliates, under any lease, management
agreement, or other agreement with the City will ever be an event of default by Permittee under
this Agreement. Likewise, no event of default by Permittee under this Agreement will ever be an
event of default by Operator, or by any of its affiliates, under any lease, management agreement,
or other agreement with the City.
[SIGNATURE PAGES FOLLOW]
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 13 of 18
IN WITNESS WiY ""OF, the parties hereto have executed this Lease in
multiples on this the .t j;;Y�ay of C , 2017.
CITY OF FORT WORTH:
By: 7:�" '. ' .0-4
Fernando Costa
Assistant City Manager
Date: 4�.Z/Z/7
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this /- day
2017.
f
TRIKINYA L JOHNSON
S �aY•P�s'''.
10 � Notary Public,State of Texas
;� .�, Comm,Expires 04-17-2018 Notary P lic in for the State of Texas
Notary ID 1238832-0
APPROVED AS TO FORM ATTEST:
AN ALITY:
By: _ � By:
Assistant ity Attorney ay r
City Secretary
M&C: C-a$I rib a�FORT�?'0
Approval Date:
U;
Form 1295 Certificate: 0n j 7' 1 !n&T"!_�I T 8
TEXAS :
KOIFIFFICIAIL RECORDAlliance Airshow Agreement �CRE7'ARYCity of Fort Worth RTNI TX
Alliance Air Productions
Page 14 of 18
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract,including ensuring all performance and reporting requirements.
X �zW
Anne-Marie Stowe
Title
LESSEE:
FBO PARTNERS,LTD.,
a Texas limited partnership
By: Alliance Air Services, Inc.,
a Texas corporation,
its general partner
(:lBy:
Thoma 6
arris,President
Date: -31101
1"1
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on INA 'Ch 10 , 2017, by Thomas
J. Harris, as President of Alliance Air Services, Inc., a Texas corporation, in its capacity as general
partner of FBO Partners, Ltd., a Texas limited partnership, on behalf of said limited partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this I®� day
OWAC-11-1 ,2017.
ClnWkVI�A, c
Notary Public in and for the tate of Texas
CHRISTINA CAREY
My Commission Expires
5
Apgust 3,2019
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 15 of 18
Exhibit"A"
[Airshow Proposal to be Attached]
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 16 of 18
EXHIBIT A
FACT SHEET
Dates: October 28-29,2017
As of: March 8, 2017
Location: Fort Worth Alliance Airport-Fort Worth,Texas
Performer Line-up
— US Navy Blue Angels
— Patriot Parachute Team
— F-16 Demo
— Michael Goulian
-- Sean Tucker
T-28 Trojan Demo
Shockwave Jet Truck
Bell 429
- Rob Holland
Gene Soucy and Teresa Stokes
Static Display: Military,General Aviation Aircraft and Helicopters
Additional Features: Discovery Zone, Kids Inflatables,Simulators, Interactive Exhibits, Helicopter
Rides, Fun Food, Honor Guard Memorial and More
Website: www.allianceairshow.com
General Admission: Free
Parking Admission: General Admission Parking-$30 on-site;VIP Parking-$40 on-site
Information: Alliance Air Productions
13851 Aviator Way
Fort Worth,Texas 76177
Phone 817-890-1000
Fax 817-890-1099
E-Mail:christina.carey@hillwood.com
NO RAIN DATE (APPEARANCES SUBJECT TO OPERATIONAL CAPABILITY)
NO FOOD, DRINKS, COOLERS,ALCHOLIC BEVERAGES, PORTABLE AWNINGS/TENTS, PETS,
BICYCLES,SKATE BOARDS,SCOOTERS, IN LINE SKATES, OR FIREARMS
ALLOWED ON THE GROUNDS
Exhibit"B"
[Map to be Attached]
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 17 of 18
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Exhibit"C"
[List of Additional Insureds to be Attached]
Alliance Airshow Agreement
City of Fort Worth
Alliance Air Productions
Page 18 of 18
Exhibit C
The following will be listed as additional insureds on the certificate of insurance:
1. Alliance Air Productions
2. Alliance Aviation Management, LTD
3. Alliance Air Management, LTD
4. Federal Express
5. Flight Standards District Office
6. Hillwood
7. Ralph S. Royce
8. Texas State Guard
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/11/2017
DATE: Tuesday, April 11, 2017 REFERENCE NO.: **C-28176
LOG NAME: 55AFW ALLIANCEAIRSHOW
SUBJECT:
Authorize Execution of an Air Show Agreement with Alliance Air Productions for a Term of Five Years with
Two Options to Extend the Agreement for an Additional One Year at Fort Worth Alliance
Airport (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Air Show Agreement with Alliance
Air Productions for a term of five years with two options to extend the Agreement for an additional one
year at Fort Worth Alliance Airport.
DISCUSSION:
On June 20, 2006, Mayor and Council Communication (M&C C-21539), the City Council approved the
execution of the Alliance Airshow Agreement, City Secretary Contract No. 33952. The Agreement expired
on December 31, 2016.
Staff requests that the City Council authorize the execution of a new Alliance Airshow Agreement for an
initial term of five years, to commence on the date of execution and expire on December 31, 2021. The
Agreement will include two one-year options to renew for an additional two years.
For each year Alliance Air Productions presents an Airshow(s) at the Airport during the term of this
Agreement, Alliance Air Productions will pay to the City the sum of$10,000.00. For each year this
Agreement remains in effect, 50 percent of the profits for the relevant year shall be allocated to Alliance
Air Productions and 50 percent of the profits shall be allocated to the City of Fort Worth Aviation
Department.
This property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/ CERTIFICATION:
The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit
of funds due to the City under this Agreement, if approved.
FUND IDENTIFIERS (FIDs):
TO __
Fund Department�Accoun�P_roject jPrograrn ctivity Budget Reference # moun
ID ID Year (Chartfield 2
Logname: 55AFW ALLIANCEAIRSHOW Page I of 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: Anne-Marie Stowe (5415)
ATTACHMENTS
1. Form 1295 Hillwood.pdf (Public)
Logname: 55AFW ALLIANCEAIRSHOW Page 2 of 2